General terms and conditions of sale


"GSR Technology Italy Srl".

1) Operations and definitions - The following conditions govern the sale (hereinafter referred to as "Contract") of finished or semi-finished products or the provision of services (hereinafter referred to as "Products") by GSR Technology Italy Srl (hereinafter "GSR") to a customer ("Customer"). They cannot in any way be considered waived by any differing terms and conditions appearing in purchase orders, documents or any any other communications received by the "Customer", even if not expressly challenged by GSR. Any modification of the following conditions and terms of sale, subject to penalty of invalidity, must be in writing and signed by those persons acting as legal representatives of GSR. The inapplicability or invalidity of any of the following clauses or parts thereof will not affect the remaining provisions of these general conditions of sale.

2) Orders - Save specific exception, to be in writing, any GSR offer is to be considered an invitation to negotiation: any terms contained therein are therefore subject to unilateral modification by GSR at any time. All orders received by GSR must be accepted by the latter with order confirmation or with the confirmation of electronic exchange of data [Electronic Data Interchange ("EDI")].

The eventual execution of an order pursuant to art. 1327 of the Civil Code by GSR is to be understood as acceptance and completion of the Contract. With the completion of the Sales Contract the same will be regulated by the present general conditions. Unless otherwise indicated, all Product Orders are considered by GSR to be non-standard or "NCNR" and as such are not voidable, nor returnable.

3) Prices - Except for specific exceptions documented by GSR, prices of Products excluding tax (VAT), of freight, or of any other charge or commission for other services, are to be considered additional fees to be paid by the "Customer" (with the exception of duties).

4) Payments and terms - Payments must be made in the amount and in the manner indicated on the GSR invoice, excluding any form of compensation or deduction. Any payments with an amount lower than the amount indicated on the invoice will be retained by GSR as a mere deposit on the greater amount due and reserved for every right. The terms of payment agreed upon in the accepted order (Contract) and reported on the invoice must be considered mandatory and peremptory. In case of omitted or delayed payment by the Customer, the latter will be obliged to pay GSR for the default interest referred to in the Legislative Decree of 9 November 2012, n. 192; in the Legislative Decree of 24 January 2012, n. 1, modified by the amendments of the Law of 24 March 2012, n. 27 and of the Legislative Decree of 5 May 2015, n. 51 modified with the amendments of the Law of 2 July 2015, n. 91. Also due to GSR are all costs incurred as a result of the recovery of credit in both extrajudicial and judicial settings in application of the current forensic fee. It is in any case done without prejudice to indemnity for any greater damage that may be suffered by GSR due to the breach of the obligation to pay. It is also the right of GSR to declare that the debtor has forfeited the right to a grace period and to cancel the execution of any further orders in progress with the Customer.

5) Delivery - Unless otherwise agreed upon in writing, all GSR deliveries are Ex Works (EXW) at the GSR warehouse. The delivery dates of GSR are to be understood merely as indicative estimates and may shift considerably caused by any market anomalies due to, directly or indirectly, the global COVID-19 pandemic, or to any other anomaly, occurring with respect to the date of conclusion of the contract, which concerns both national and international markets, the transport sector, the procurement of finished and semi-finished products and raw materials. GSR is not liable in any case for any delay in delivery, or for partial deliveries. Customer will therefore be required to accept delivery, thus precluding the possibility of cancelling the order in case of delayed or partial delivery, with the exeption of any different agreements between the parties.

6) Software - Should the Product be or call for the use of software, its use must be governed by the license agreements of the Software itself. The Software inserted or supplied with the hardware must be used only with the device for which it was intended and cannot be sold separately. Products, including software or other intellectual property, are subject to any valid third party rights, such as patents, copyrights and usage licenses, and the Customer is obliged to comply with them. GSR is exonerated from any liability associated with any improper and/or illegitimate use of the Software, or for violation of intellectual property.

7) Warranties - Requests for intervention under warranty are strictly prescribed for 12 months from the date of delivery of the Products as indicated on the DDT (transport documents). To avoid forfeiture of the warranty, any faults, defects or non-conformity of GSR Products must be reported to GSR in writing no later than 8 (eight) [days] from the delivery date, together with a specific description of the fault, defect or non-conformity. To the extent permitted by law and the contract, GSR will transmit the transferable Product warranties to the Customer. Where required by law, GSR will guarantee to the Customer the compliance of the Products with the specifications stated on published product sheets. The warranty will be operative only if, once the appropriate checks have been carried out, the defect of the Product is determined to be attributable to GSR. If, during the checks carried out by GSR, the products are found to be compliant or the defects and faults reported are not attributable to and/or due to the work of GSR, the latter will charge the Customer for the costs of verification and transportation incurred by the same. Should the request for warranty service be determined to be valid, by express agreement, GSR will be held at its sole discretion to: (1) repair the Product; (2) replace the Product; or (3) refund the Customer the purchase price of the Product with a resulting credit note. No further compensation and/or reimbursement will be due to the Customer. No refund will be due in any case to the Customer for any costs of checks performed or made to be performed directly by the Customer. Any form of warranty and/or liability on the part of GSR with regards to the Software is excluded, except as may be provided in the license agreement.

8) Returns management - Any return of Products will be allowed only after GSR has issued a return authorisation code (return material authorisation, or "RMA"). The customer must report in writing to GSR, within and not later than 3 (three) days from receipt, the existence of any damage to the outer packaging (so-called external defect) or of missing parts. Otherwise, the Products will be deemed accepted by the Customer. GSR reserves the right to issue an RMA only if, once the appropriate verifications have been carried out, the defect of the Product is determined to have resulted from the same. No RMA will be granted for any damages, shortages or other discrepancies originating with the Customer, the carrier or the shipper, or other third parties. In such a case, all costs of verification as well as shipping, packaging and handling costs will be charged to the Customer. After receiving the RMA, the Customer is obligated to return the Products to GSR in compliance with the instructions that the latter will provide. No refund will be due in any case to the Customer for any costs of checks performed or made to be performed directly by the Customer.

9) Limitation of liability - The liability of GSR with regards to the Customer is limited only to direct damages suffered by the Customer and within the limits of the price of the Product in question, which therefore constitutes the maximum compensation limit for GSR. No liability can be attributed to GSR for any indirect, special or consequential damages to the Customer (including, but not limited to: loss of income, costs for recovery, loss, reprocessing of data, repairs, increase in production costs, recalls of the product, image damage or loss of customers).

10) Force majeure and/or chance – GSR cannot be considered in breach of contract if it is precluded from the possibility of fulfilling its contractual performance due to "supervening impossibility" or "supervening excessive burden". These two categories may include events of some rarity and unpredictability that are beyond the reasonable control of GSR (including, but not limited to: events and/or natural disasters such as extreme weather phenomena, earthquakes, tidal waves, etc.; actions or omissions of third parties or of the Customer; disasters of natural or manmade origin, epidemics, pandemics, interruptions of operational services, electricity outages and/or interruptions in internet and/or e-mail service, strikes, failures of third parties, criminal activity, supplier delivery failures, difficulties in obtaining materials via regular sources and suppliers, shortage of raw materials, etc.). The category of "supervening impossibility" also include, regardless of the cause, any significant increases in price (to be understood as those equal to or greater than 10%) with respect to the one of the contract / definition of the order due to increases of raw materials (for example only: silicon, plastic, glass, oil, copper, aluminum and steel), of semi-finished products, finished components, transport, assembly, packaging, conservation and storage, as well as currency exchange fluctuations ("risk currency ") used for supplies equal to or greater than 10%. In such cases, GSR shall have the right to withdraw from the contract / order with the simple return of any deposits received and without being asked by customer for damages, refunds and / or indemnities of any kind.

11) Use of products - Even for the purpose of the warranty operations referred to in Article 7), the Customer must strictly comply with any Product specifications provided by GSR. In case of improper use of the Products by the Customer, the latter will be obliged to indemnify and hold harmless GSR - even in relation to the legal costs that the same should incur for its protection.

12) Environmental regulations - The Customer is obliged to comply with all obligations under the (i) Directive 2012/19/EU on electrical and electronic equipment waste, (ii) of Directive 94/62/EC on packaging waste and (iii) of the Directive 2006/66/EC on batteries, as amended, and with all relevant national implementing measures in force.

13) Applicable law and exclusive jurisdiction - This Contract is governed by the Law of the Italian Republic. The Court of Monza will have exclusive jurisdiction over any dispute that should arise in relation to its conclusion, interpretation and/or execution.


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