I – SCOPE OF APPLICATION: 

1.1 The present general terms and conditions of sale (“GTC”) shall apply, unless otherwise specifically agreed in writing, to all deliveries of products made by CONNECT S.p.A. (VAT No.: IT06707360019, with registered office in Piazzale Europa 9, 10044 Pianezza; hereinafter, “CONNECT“) in favour of the customer (the “Customer“; CONNECT and the Customer are hereinafter jointly referred to as the “Parties“). 

1.2 Any special conditions, deviations and/or amendments to these GTC shall only be valid if specifically agreed upon in writing between the Parties. 

II – INFORMATION DATA: 

2.1 Connect does not use catalogues, leaflets and price lists, however, in the event of such use in the future, any information contained therein is to be understood as purely indicative and CONNECT reserves the right to change this information at any time and without prior notice. 

III – CONCLUSION OF THE CONTRACT: 

3.1 In order to conclude the agreement, CONNECT shall submit the offer to the customer by e-mail or other means, which shall remain valid for the period specified and indicated therein or, in the absence of express indication, for the period of 15 (fifteen) days from the date of the offer. 

3.2 The contract shall be concluded with the Customer’s signed acceptance and/or conforming order of the offer set out in item 3 and transmitted to CONNECT by any means, including by e-mail. 

3.3 Amendments to an already concluded contract shall only be valid if specifically agreed upon in writing between the Parties. 

3.4 The contract may in any case be terminated by CONNECT in the event of non-compliance by the customer with the obligations set out in Article XV. 

IV – THE PRODUCTS AND SERVICES OFFERED: 

4.1 CONNECT’s offer and invoice shall indicate in detail the products respectively offered and ordered (i.e. hardware and software; hereinafter, the “Products“) as well as the associated services (the “Services“). 

Sale of hardware: 

4.2 CONNECT markets hardware that it, in turn, purchases from various distributors of which it is an authorised reseller. The technical characteristics and documentation relating to such hardware are the responsibility of the supplier and CONNECT communicates them as such to the customer. 

4.3 If the materials ordered are not available due to obsolescence, the equivalent new models supplied by the manufacturer will be delivered, with notice to the Customer, subject to the validity of the contract. 

Provision of software: 

4.4 The customer is obliged to use the software supplied or included in hardware sold by CONNECT under the conditions set out by the software distributor in the licence to these general conditions. CONNECT undertakes to communicate the terms of this licence to the end customer. 

4.5 In the absence of a licence and specific conditions, the right to use the software supplied or included in hardware sold by CONNECT is limited to the operational installation of a single copy of the software, with the exclusion of any right of reproduction, modification or correction of any errors. CONNECT shall in no event be liable for problems related to the software nor for temporary (due, for example, to correction or updating) or permanent interruption by the publisher of the software in question. 

Provision of associated services : 

4.6 Maintenance and updating of the Products shall be governed by the economic conditions indicated and specified in a separate agreement. 

4.7 CONNECT – either personally or through the supplier or a third-party service provider – may provide additional services, such as installation and maintenance services, which shall be the subject of a specific order in accordance with the conditions set out in the business proposal and invoice. 

Intellectual property: 

4.8 By purchasing the hardware or supplying the software, the Customer does not acquire any intellectual property rights to the Products and undertakes to respect any intellectual property rights of the respective supplier. The Customer shall be warranted against the eviction of the Product as a consequence of any actions of third parties claiming intellectual property rights on the Product. 

4.9 CONNECT shall in no way be liable for the execution, installation or maintenance of software not provided by CONNECT. 

V – PRICES: 

5.1 The Products shall be invoiced according to the offer sent by CONNECT and accepted by order by the customer. Prices are exclusive of taxes, which shall be invoiced in addition to the tariff applicable on the date of delivery. Any special services and products not included in CONNECT’s offer shall be invoiced at the price agreed between the parties and indicated in the commercial proposal. 

VI – INVOICING: 

6.1 By signing these GTC, the Customer agrees to receive electronic invoices from CONNECT. 

VII – DELIVERY TIMES: 

7.1 The delivery times communicated to the customer are not peremptory, never essential and imperative, but only indicative, as CONNECT’s timing depends on its suppliers and distributors. 

7.2 CONNECT shall have the right to suspend deliveries or to terminate contracts pursuant to Art. 1456 c.p.c. in the event of late payment or in the event of non-receipt, within the time period reasonably requested by CONNECT, of the technical, economic or commercial information and specifications necessary for shipment to be provided by the Customer. 

CONNECT shall have the right to withdraw from the contract, without the customer having any right to compensation and/or indemnity, in the event of force majeure, i.e., without limitation, in the event of social conflicts, epidemic, war, requisition, fire, flood, equipment accidents, interruption or delay in transport, strikes, lockouts or production stoppages at CONNECT’s suppliers, or in the event of an export ban issued by the government of the country of origin of the hardware. 

7.3 In any case, the time required for obtaining administrative authorisations and for the fulfilment of any formalities shall be added to the indicative delivery period communicated to the Customer. 

VIII – TRANSPORT AND DELIVERY: 

8.1 The transport of the products is the responsibility of CONNECT, unless otherwise agreed in the offer. The material is shipped either directly from the distributor to the end customer or from CONNECT’s offices to the end customer by courier. 

8.2 The Customer is obliged to check that the number of packages corresponds to what is indicated in the transport document anticipated by e-mail or inserted above the package and that the packaging is intact, undamaged or in any case altered. Any damage to the packaging and/or the product or the mismatch in the number of packages or indications must be immediately notified to the Courier upon delivery of the material by affixing WRITTEN CONTROL RESERVE on the courier’s proof of delivery.  

8.3 The accessibility of the premises intended to receive the Products and their eventual fitting out in due time shall be the sole responsibility of the Customer, who shall also bear the costs thereof. 

IX – RETURNS OF GOODS: 

9.1 Returns of delivered Products shall not be accepted unless previously and expressly authorised in writing by CONNECT. 

9.2 Only those hardware products that have not been tampered with and/or altered, in their original packaging, may be returned. The costs of shipping and re-stocking shall be borne exclusively by the Customer. 

9.3 Returns shall be made within a period of 5 (five) working days after CONNECT’s written authorisation has been obtained. 

X – RISK TRANSFER 

10.1 The risks of loss, theft or destruction of Products shall be borne by the Customer from the moment of receipt of the Product. 

10.2 In the event of withdrawal from the contract due to force majeure or termination of the contract due to non-performance by the customer, CONNECT shall be entitled to retain the advance payments received, without prejudice to compensation for any further damages. 

XI – CONDITIONS OF PAYMENT: 

11.1 Payment for the Products shall be made by bank transfer within the terms specified in the offer. 

XII – NON-PAYMENT: 

12.1 In the event of late payment, CONNECT shall be entitled, without the necessity of prior notice, to default interest at the rate set out in Legislative Decree 231/2002. 

12.2 In the event of non-payment or delayed payment of even a single invoice, the full amount owed by the customer to CONNECT shall immediately become due and payable and deliveries may be suspended. 

Non-payment on the agreed due dates, or any other fact that causes or suggests 

the non-fulfilment of the Client entails the forfeiture of the agreed terms for payment of the Goods, making all Connect’s receivables from the Client immediately due and payable; in this case, Connect shall be entitled to suspend delivery of the Goods not yet delivered or to immediately terminate any ongoing contract, without any indemnity, refund or obligation to compensate the Client. 

The same right, with the right to suspend or deem the contract to be rescinded by right without any obligation to pay compensation or compensation, is granted to Connect if, prior to the dispatch of the Goods (even if relating to an order that has already been formally accepted), the ordering Client is found to be of doubtful solvency or does not comply with the economic and financial rating parameters established by the main rating agencies operating on the market. 

Acceptance by Connect of partial payment or tolerance of any non-performance by the Customer does not imply forfeiture of the right to suspend performance of the contract or to terminate the contract, due to said or other non-performance. 

The Customer waives the right to set off Connect’s claims against its claims, if any. 

In the event of the Supply of recurring Services, i.e. Services that are repeated on a periodic basis for which a service fee is to be paid, unless otherwise provided for in the Offer and/or in the Contract, the fee shall be revalued from year to year according to the annual Istat consumer price index recorded on the 365th day of the term of the Contract. 

12.3 In each case of late payment, the customer shall also pay CONNECT a sum equal to 10% of the amount of the claim by way of a penalty, without prejudice to any greater damages. 

XIII – WARRANTY: 

13.1 The duration of the hardware guarantee is indicated in the respective manufacturer’s document accompanying the hardware shipment. The warranty is subject to the provisions of the vendor/manufacturer of the hardware. CONNECT is neither responsible for the vendor’s timelines nor for any unavailability or change of product. 

13.2 It is understood that the guarantee applies only to those hardware products that CONNECT deems to be defective after the appropriate checks have been carried out and provided that the defects ascertained have not been caused by improper use or tampering by the customer. 

13.3 The guarantee shall not apply in the event that a repair has been carried out by a person not authorised by CONNECT for any reason whatsoever. 

13.4 CONNECT’s only obligation in connection with this guarantee is to take over the request and turn it over to the supplier. If successful, the part shall be sent to the distributor who shall send the new part to CONNECT. 

13.5 The return of hardware products claimed to be defective requires CONNECT’s prior written authorisation. For this purpose, the customer shall contact CONNECT’s service department by telephone or email. 

13.6 Hardware products deemed to be defective must be returned to CONNECT in their original packaging. 

13.7 Interventions carried out under the guarantee shall not lead to an extension of the guarantee. 

13.8 Subject to mandatory statutory provisions, this guarantee shall be deemed to replace any other guarantee. 

XIV – RESPONSIBILITY: 

14.1 The Customer declares and warrants that he/she is an entrepreneur or otherwise a professional operator and that he/she is purchasing the Products in that capacity; he/she also declares that he/she is fully informed about the intended use and purpose of such Products. 

14.2 CONNECT may not be held liable in any way for any incompatibility of the Products with other hardware or software with which the Customer or the latter’s end customers intend to operate them. In particular, but without any exclusion whatsoever, CONNECT may not be held liable for any direct or indirect, temporary or permanent effects that the installation of hardware may have on an already installed set. 

14.3 CONNECT shall only be liable for direct damage resulting from a defect in the Product or the Services provided, with the twofold limit of the damage actually suffered by the customer as a result of this defect and the price of the Product or the Service. Indirect, commercial and loss of profit damages, including loss of data and loss of operation, are expressly excluded. 

14.4 It shall be understood that, in the event that an update or the installation of a corrective measure is to be carried out, CONNECT shall not intervene until it has received the aforementioned updates and corrective measures from the respective planner and shall not be liable for the necessary time frame. 

XV – EXPORT OF HARDWARE BY THE CUSTOMER: 

15.1 The Products supplied by CONNECT may be subject to export restrictions, in particular where dual-use (civil/military) goods and technologies are concerned, by virtue of European or American regulations, among others. Within the EU, the transfer of such goods and technologies may derogate from the principle of free movement. 

15.2 It may be necessary to apply to the DGCIS (Direction générale de la compétitivité, de l’industrie et des services) (France) and/or the BIS (Bureau of industry and security) (United States) or another competent authority for the issuance of export licences or the filing of documents relating to such export transactions. 

15.3 The Customer acknowledges and accepts that export control regulations in force in, inter alia, France, the European Union and the United States may apply to Products purchased from CONNECT. 

15.4 The Customer also undertakes not to export, re-export or transfer, directly or indirectly, the Products purchased from CONNECT without having first obtained the necessary authorisations from the competent authorities. 

15.5 The Customer undertakes to provide CONNECT with the order with the name of the end customer, the order number and the final destination of the order. 

15.6 The Customer shall inform its end customers that, for Products with a US export licence, the end user may be subject to controls by US authorities. 

15.7 In any event, the Customer shall be responsible for the correct application of the export control regulations and CONNECT shall not be liable for the Customer’s failure to comply with its obligations under this clause and the aforementioned regulations. 

In particular, with regard to European and French regulations, where applicable, the Customer may refer to the following official sites: 

http://www.entreprises.gouv.fr/biens-double-usage/accueil 

http://www.ssi.gouv.fr/fr/reglementation-ssi/cryptologie/ 

For US regulations, where applicable, the customer may refer to the following official site: 

http://www.bis.doc.gov/index.php/regulations/export-administration-regulations-ear 

CONNECT reminds the Customer located in France (or the EU) that export outside the EU or intra-EU transfer of dual-use items or technology may require compliance with three regulations (EU, French and US) that are not substitutable for each other; that is, compliance with one does not imply compliance with another. 

15.8 It is understood that the fact that CONNECT may have procured the transport of the delivered Products for the Customer shall not eliminate the Customer’s exclusive liability for compliance with the applicable export control regulations. 

XVI – CUSTOMER COMMERCIAL COMMITMENTS 

16.1 The Customer is obliged to comply with the best commercial standards as well as the legislation, also regulatory, applicable and not to perform acts that may in any way damage the commercial reputation of CONNECT, in particular through the products supplied by it. In particular, the Customer undertakes to provide accurate and up-to-date information on the characteristics, performance and possible uses of the products marketed by CONNECT. 

16.2 The Customer warrants that it is validly in possession of all necessary authorisations and requirements under the regulations in force from time to time for the sale of the Products. 

16.3 The Customer furthermore undertakes to ensure that end customers refrain from any and all acts or conduct that may prejudice the intellectual property rights relating to the Products in any way. 

XVII – ETHICS – COMPLIANCE 

17.1 The Customer (including its officers, directors, employees and agents) undertakes to comply with the applicable anti-corruption legislation, including without limitation, the provisions of Legislative Decree 38/2017, the USA Foreign Corrupt Practices Act, the UK Bribery Act and the so-called “Sapin II” Act (collectively, the “Anti-Corruption Laws“). The Customer undertakes in particular: (a) not to engage in or authorise any act or conduct in breach of the Anti-Bribery Laws; (b) not to use any consideration paid by the Client for any purpose that is unlawful or otherwise in breach of the Anti-Bribery Laws, in order to enable the other Party to improperly obtain or retain a contract or any undue advantage and (c) directly or indirectly, not to offer, promise, give, solicit or accept anything to or from any official or public official, state-controlled enterprise or company, political party or other natural or legal person in order to obtain an improper commercial/economic advantage or to influence any act or decision. The Parties undertake not to engage in any act or conduct even potentially liable to violate the applicable legislation or commercial policies applicable to the business relationship between the Parties. To the best of the Customer’s knowledge, none of its officers, directors or employees is: (a) an officer or public official; (b) an employee of a state-controlled enterprise or company; or (c) an active representative of a political party. The Client certifies that neither it nor any of its officers, directors or employees have been formally charged with and/or found guilty of a criminal offence or fraud under applicable bribery legislation. The customer undertakes to inform CONNECT without delay of any changes in the aforementioned situation. Without prejudice to the provisions of other provisions of these GTC, CONNECT may immediately terminate the supply contracts in the event of non-compliance by the Customer with the provisions of this article, subject in any case to compensation for damages 

17.2 The Customer also undertakes to comply with the applicable data protection legislation and, in particular, to request the consent of the end customers for the transmission of their personal data to CONNECT, so that CONNECT can use them lawfully, in particular for commercial and marketing purposes. 

XVIII – APPLICABLE LAW AND PLACE OF JURISDICTION: 

18.1 These GTC and the supply contracts shall be governed by Italian law. Any dispute arising between the Parties in connection with the interpretation and/or execution of these GTC and the supply agreements shall be submitted to the exclusive jurisdiction of the Court of Turin. 

Name and Function: 

Date: 

Signature and stamp of the company: 

Pursuant to and for the purposes of articles 1341 and 1342 of the Italian Civil Code, the following articles are specifically approved: 2.1 (Informative Data); 3.1, 3.2, 3.3, 3.4 (Conclusion of Contract); 4.1 (Products and Services Offered); 4.2, 4.3 (Sale of hardware); 4.4 and 4.5 (Provision of software); 4.6 and 4.7 (Provision of associated services); 4.8 and 4.9 (Intellectual Property); 5.1 (Prices); 6.1 (Invoicing); 7.1, 7.2, 7.3 (The delivery time); 8.1, 8.2 and 8.3 (Carriage and delivery); 9.1, 9.2 and 9.3 (Returns of goods); 10.1 and 10.2 (Transfer of risk); 11.1 (Payment terms); 12.1, 12.2, and 12.3 (Non-payment) 13.1, 13.2, 13.3, 13.4, 13.5, 13.6, 13.7 and 13.8 (Warranty); 14.1, 14.2, 14.3 and 14.4 (Liability); 15.1, 15.2, 15.3, 15.4, 15.5, 15.6,15.7 and 15.8 (Export of Hardware); 16.1, 16.2 and 16.3 (Customer’s Commercial Undertakings); 17.1 and 17.2 (Ethics); 18.1 (Applicable Law and Jurisdiction). 

Name and Function: 

Date: 

Signature and stamp of the company: