N.B.: These general sales conditions shall apply to all products supplies by EA s.r.l. to any Customer, even when not expressly mentioned or referred to, from time to time.

1) Scope

1.1 These general sales conditions shall apply to all products supplies by EA s.r.l. to any Customer, even when not expressly mentioned or referred to, from time to time. In case the supply terms and any other provision necessary to the supply are not attached to the Order Confirmation, or in case they are not already in possession of the Customer in connection with other supplies, this shall promptly require them from EA s.r.l. In any case, these general conditions are deemed as accepted by tacit agrement at the start of the supply.
1.2 Notwithstanding these general sales conditions, any agreement shall be effective against EA s.r.l. only when included in the purchase order of the Customer and subsequently accepted in writing by EA s.r.l. through Order Confirmation. In case of conflict between the above-mentioned documents, the dispositions of the Order Confirmation shall prevail over the purchase order and these General Conditions.
1.3. In any case, EA s.r.l. shall not be bound by any general contract terms of the Customer.

2) Products

2.1 Products are manufactured and/or assembled and/or marketed by EA s.r.l., from time to time, in accordance with the Confirmed Order and/or the technical sheets provided by EA s.r.l. The Customer shall, before transmitting the Order, verify the products to be adequate for the specific scope and/or use they are willing to purchase them for.
2.2 Even after acceptance of the Order, EA s.r.l. shall make any amendments to the products deemed as necessary or appropriate, provided that these do not alter the essential nature of the products. Therefore, drawings, illustrations, dimensions, weight or any other data provided by the Customer are not binding.
2.3 Before transmitting the Order, the Customer shall verify the compliance of the products with applicable law in the territory where the Customer is intending to import, export, distribute or make any other use of the products.

3) Offers - Orders - Orders Acceptance - Closure of Contract

3.1 Orders shall be binding on the Customer from their receipt from EA s.r.l. and shall be considered as accepted by and binding on EA s.r.l. if expressly confirmed by the latter through written Order Confirmation, this being sent to the Customer by fax and/or e-mail, under the terms set forth in the same.
3.2 In case nothing is received within the next business day following the sending of the order confirmation, the order shall be deemed as confirmed under the conditions set forth in the same.
3.3 Offers and quotes from EA s.r.l., whether oral or written, do not constitute contract proposals. 3.4 In case of orders of products, whose delivery can be deferred, in whole or in part, for a period of 3 (three) months or more from the date of the Order confirmation, EA s.r.l. reserves the right to amend the price of the products in case cost of production and/or raw materials of the interested products has increased during such period of time.
3.5 Similarly, in case of delivery on a continuous basis, EA s.r.l. reserves the right to amend the price of products after the first supply in case cost of production and/or raw materials of the interested products has increased, i.e. as a consequence of the prices revision.

4) Delivery terms - Force Majeur

4.1 EA s.r.l. shall commit to deliver products, also through partial deliveries, within the deadline agreed in the Order Confirmation, which shall be considered approximate and not essential.
4.2 In no case shall EA s.r.l. indemnify the Customer against eventual damages, direct or indirect, due to a delay in the delivery.
4.3 In no case shall EA s.r.l. be held responsible for any non-performance or delay in performance of any obligation linked to the products supply in case such non-performance or delay in performance is due to force majeur or any other action or cause, which could not have been reasonably foreseen or remedied by EA s.r.l. by using due diligence.
4.4 In this case, the deadline of the execution of the supply shall be extended for a period equal to the hindrance, notwithstanding the fact that, in case the supply is delayed for more than 3 (three) months, the Customer shall terminate the sales contract, with regard to the unfulfilled part, by fax/e-mail with return receipt to EA s.r.l., without any liability or consequence for the latter.
4.5 Compliance with delivery obligations by EA s.r.l. implies the prompt and correct compliance with all contractual obligations by the Customer. In case the Customer delays the fulfilment of their contractual obligations, EA s.r.l. may seek compensation for the subsequent damage.
4.6 Upon receipt of the products, the Customer shall promptly verify the material integrity and signal as subject to confirmation any goods deemed to have been damaged with prompt notice by e-mail/fax to EA s.r.l., which shall inform the Customer by fax/e-mail on the procedures to be applied. Eventual damaged or deteriorated goods do not exempt the customer from their obligation of payment within the agreed terms.

5) Sales formula - Risk transfer

5.1 Goods are always deemed as sold “ex warehouse” EA s.r.l., even if sold with different delivery conditions.
5.2 Therefore, the risk is transferred to the Customer as soon as the shipment is delivered to the carrier or leaves EA s.r.l. warehouse. In case the shipment is delayed upon request of the Customer, the risk is transferred to the Customer, in any case, as soon as the goods is ready to be shipped. In case the customer does not request the goods within three months following the request of delayed shipment, EA s.r.l. shall issue the invoice for the corresponding amount, to be settled according to the terms provided in the order confirmation, except as provided in following art. 6.
5.3 In case of failure of the Customer, the risk of deterioration or casual damage of the goods is transferred to the Customer.

6) Payments

6.1 The payment of products shall be executed by the Customer according to the manner and time scales provided in the Order Confirmation, or otherwise agreed in writing by the parties.
6.2 Payments are considered as been made by the Customer at the moment the relevant amount is credited to the current account of EA s.r.l.
6.3 In case of delay of payment by the Customer, EA s.r.l., if not otherwise agreed in writing and without any notice being required, shall suspend any pendent delivery, even if regarding different Orders, until the due amounts and relative overdue interests are paid. In case such amounts and interests are not paid after 15 (fifteen) calendar days from such notice, EA s.r.l., at its own discretion and in addition to any other right or remedy granted to the same by the law or to these general sales conditions, shall:
a) demand immediate payment of any outstanding debt, whether agreed with deferred payment or by instalments and/or any draft, promissory note, cheque or any other payment instrument have been issued or are to expire.
b) execute future products deliveries only against previous payment and/or charge any payments made by the same Customer regarding other supplies, still to be delivered, to the payment of the delivered order, whose price has not been settled yet.
c) withdraw any discounts or bonuses agreed by the parties.
6.4 The rights under this article may be exercised at any time by EA s.r.l., even in case the Customer is placed under winding up, insolvency procedures, debt restructuring or enforcement actions; i.e. completely or partially loses its insurance reliability; i.e. experiences financial difficulties sufficient to compromise the normal course of business, resulting in, including, without limitation, protests, reduction of guarantees granted and/or failure to comply with the promised guarantees, and any case of insolvency, even if such circumstances have occurred within the relationships between the Customer and other suppliers thereof.
6.5 The Customer shall not claim against any failures by EA s.r.l., nor take any legal action against it until all amounts due to EA s.r.l. Under this article have been paid.

7) Warranty

7.1 EA s.r.l. products are warranted in compliance with law for 12 months from their delivery to the Customer, 6 months for battery.
7.2 All EA s.r.l. products are warranted to be free of defects in workmanship and to comply with the Confirmed Order.
7.3 No warranty shall be granted in case of tampering, improper installation and/or incorrect or negligent use, also regarding the professional nature of the Customer, and in case of non-compliance of storage and/or use with:
a) diligence required by the nature of products and/or their standard use;
b) instructions given on the products and/or provided in any form, including oral, by EA s.r.l..
7.4 The Customer shall examine the products within the shortest possible time and, under penalty of invalidating this warranty, give written notice to EA s.r.l. by fax or e-mail:
a) of apparent defects or nonconformities regarding type and/or quantity of the delivered products, besides other apparent nonconformities: not later than 5 (five) days from the delivery to the Customer.
b) hidden defects or nonconformities of the products: not later than 5 (five) days from the discovery and, in any case within the warranty period.
7.5 EA s.r.l. shall inform the Customer, in the same form and within 3 working days from the receipt of the claim, on the actions to be taken. EA s.r.l. shall verify, or have third parties verify, the products deemed as defective or inconsistent by the Customer. In this respect, the Customer shall return to EA s.r.l. the products they deem as defective or inconsistent, only after prior written authorisation by EA s.r.l. and provided that the Customer fully bears any shipment expense and risk. The eventual authorisation return of products, or of product samples, which are allegedly defective or inconsistent shall in no case constitute acknowledgement by EA s.r.l. of defects or nonconformities.
7.6 In case the products are actually recognised as defective or inconsistent by EA s.r.l., the Customer, at EA s.r.l.’s option, may exercise the right to:
a) free replacement of the defective or inconsistent products; or
b) partial or complete exemption from the price payment, based on the seriousness of defects or nonconformities.
7.7 Rights and remedies set forth under article 7.5 above constitute the exclusive rights and remedies in warranty granted to the Customer. This warranty replaces and excludes any previous warranty, expressed or implied, provided by law or otherwise.
7.8 In particular, EA s.r.l. does not guarantee for, by way of example, the Products to comply with specific technical features or for their suitability for particular uses and/or deployments, except in so far as such features have been expressly agreed in writing in the customer’s order and relevant order confirmation by EA s.r.l.
7.9 Furthermore, any further liability of EA s.r.l., contractual or not, which may derive from the supply of defective or inconsistent products is expressly excluded, to the maximum extent permitted by law, including, but not limited to, any responsibility for eventual direct, indirect, consequential damages or for loss of profit.
7.10 EA s.r.l. shall not be held responsible for damages claimed to have been suffered by the Buyer, or third parties deriving form the latter, in connection with the use of Products if such damages are confirmed not to derive from quality or intrinsic characteristics of the Product, but from the use selected by the Buyer.

8) Retention of title

8.1 EA s.r.l. shall retain title of the Provided products until all debts deriving from the business relationship with the Customer have been fully paid (including eventual associated rights and expenses incurred in the interest of the Customer).
8.2 The Buyer shall cooperate with EA s.r.l. according to the manners the latter intends to adopt to protect its title over the Provided products. In case any third party aims at claiming a title on the relevant Products, the Customer shall give prompt notice thereof to EA s.r.l., under penalty of compensation for direct and indirect damages deriving from the failure to give notice.

9) Use of software and/or firmware

9.1 In case the supply includes software and/or firmware products, the Customer has exclusive and non-transferrable right to use the provided software/firmware, including documentation, which shall be only transferred for the exclusive intended use of the supplied product. Any use, duplication, review, translation of the software and/or firmware and any conversion of the object code into source code is forbidden.

10) Severability clause

10.1 In case any provision of these general conditions is deemed as unenforceable in the light of a conflict with any law, the parties shall amend the relevant content so to ensure compliance with the breached norms.
10.2 The invalidity of any provision of these general conditions shall not affect the validity of the remaining clauses hereof, which shall remain in full force and effect.

11) Governing law - Disputes resolution

11.1 The Court of the Republic of San Marino shall have exclusive jurisdiction to settle any dispute in connection with sales and/or these general conditions; EA s.r.l. reserves the right to act unconditionally as actor/plaintiff in accordance with the Customer’s jurisdiction and before the competent court.
11.2 Any legal relationship between EA s.r.l. and the Customer is exclusively governed by the laws of the Republic of San Marino, including the interpretation of these genral conditions, excluding the 1980 Vienna Convention.

Rev. 02 of 08/04/2019