General Terms and Conditions of Sale DESA S.R.L.

Desa S.R.L. (hereinafter “Desa”), with its registered office at Via G. Degennaro, 1 70132 Bari (BA)  Italy,  with a share capital of Euro 5’110’000.00 [fully paid up], VAT number IT06276470728, tax code and registration in the BARI Companies Register under number 06276470728, represented by Mr. Francesco Desantis, in his capacity as legal representative endowed with the necessary powers,
Whereas Desa operates in the sector of distribution and wholesale sale of goods belonging to numerous product categories, all listed in the company registration, including but not limited to electrical, electronic, medical goods, and goods for solar installations, proposes the following general terms and conditions for the sale of goods offered by it.
The Customer, by expressing the intention to proceed with the purchase of goods marketed by DESA as identified in the purchase orders made from the date of signing these General Terms and Conditions of Sale until a term of three years following the same date, ACCEPTS the following General Terms of Sale of DESA S.R.L.:

1.    Subject of the Relationship
This document defines the terms and conditions under which Desa offers its customers the marketing services for goods, listed by way of example but not limited to, in the preamble of this document. Additionally, upon explicit request of the customer, Desa can organize the shipment of the same goods, utilizing third-party professionals, and can, upon explicit request of the customer, provide an optional insurance service for the transport of the goods, always through the use of third-party professionals. These additional services are provided on the condition that all the terms specified in this agreement are fully respected.

2.    General Terms and Conditions of Sale – Conclusion of the Contract
These General Terms and Conditions of Sale (hereinafter also referred to as "GTC") apply to all sales contracts concluded between Desa and the customer in relation to the purchase orders accepted by Desa concerning the products marketed by Desa. These GTC shall prevail in any case over the general conditions that may be affixed by the customer on the purchase order and/or on any other document or communication, as they are not binding on Desa, not even by tacit consent. Any different agreement will not be considered binding unless formalized in writing.
2.1 The sale shall be deemed concluded upon the written confirmation by Desa of the purchase order sent by the customer, always in writing, with an attached copy of these GTC duly signed.

3.    Liability
In relation to each transaction, Desa shall be liable to the customer only for the mandatory legal liabilities imposed on the seller, excluding any other title beyond this scope.

4.    Technical Information
The technical information presented on the website www.desatrade.com or transmitted through other electronic means to our customers is based on the information provided by the manufacturers of the products listed in our catalogue. Therefore, DESA reserves the right to modify or update the technical and dimensional specifications of the catalogued products, following the communications of the manufacturers, even without notice.
Regarding the purchase of goods from DESA that include software licenses or software necessary for their operation, the customer must comply with the following conditions in relation to such software:
-    Acknowledge and accept that the end user's use of the software is permitted only after accepting and in accordance with the terms and conditions of any usage licenses provided by the manufacturers. The customer undertakes to communicate these conditions to the end users, emphasizing that without them, the software cannot be used;
-    Commit not to copy, reproduce, translate, disassemble, perform reverse engineering, attempt to decipher or appropriate the source code, modify, or use the software in any way, nor allow third parties to access such software. Additionally, they commit, during resale, to impose these obligations on the buyers.
In case of non-compliance with the provisions of this article, the customer undertakes to hold Desa harmless and indemnified from any damage, cost, expense, and burden that may arise from the failure to fulfill the obligations provided herein.

5.    Orders
Except as provided in Article 2.1, orders at Desa are accepted exclusively if submitted in writing through channels such as WhatsApp messaging, Skype, traditional mail, or email (defined as "offline" and managed with the support of DESA staff), or through the internet procedure (defined as "online") on the website www.desatrade.com.
In the case of "online" orders, at the end of the ordering process, the customer will receive a confirmation communication via email, which will also confirm the receipt of the order and provide the relevant "order number."
Customers have the option to request that the shipment of the goods takes place on a future date, different from the order confirmation date. If the requested date for the shipment of already paid products is beyond 20 days from the order confirmation date, Desa does not guarantee the availability of the products until 20 days before the requested delivery date, unless the products are still available at that time.

6.    Customer's Obligations Regarding WEEE, Batteries, and Packagin
The customer agrees to comply with all applicable regulations in the country of import regarding the management of waste electrical and electronic equipment (WEEE), batteries, and packaging. In particular, the customer shall fulfill all legal obligations concerning the collection, treatment, recovery, and disposal of such materials, as well as all registration, labeling, and reporting obligations required by its local and European legislation. Desa fulfills its obligations concerning the products placed on the Italian market. The customer shall indemnify and hold the Seller harmless from any liability arising from the failure to comply with such obligations.

7.    Prices
The prices indicated on the DESA website are purely indicative and do not constitute a binding commitment for the sale. The actual sale price will be the one specified in the order confirmation. The order and the order confirmation will specify the products subject to the sale, the applied prices, and the terms and conditions of delivery. Desa reserves the right to modify prices and discounts indicated on its website or any other communication channel at any time and without notice.
For sales made to customers residing in San Marino, in accordance with D.M. 24.12.1993, it is mandatory to return a copy of the invoice, duly endorsed by the San Marino Tax Office, to the DESA headquarters within four months from the date of transfer of the goods. In the absence of such documentation, the event will be reported to the competent authorities based on the same regulations.
Furthermore, DESA reserves the right to cancel any order where a price has been mistakenly published as at least 10% lower than the correct price, or at a clearly irrelevant or recognizable error, for any reason (system error, human error, etc.), even if Desa has sent the customer their order confirmation. The product will therefore not be delivered unless the customer decides to proceed with the order, accepting to pay the correct price.

8.    Product Availability
The product catalogue available on the website www.desatrade.com, in the "availability" section, shows the quantities of products available at Desa's warehouses, with updates every 5 minutes from 7:00 AM to 6:00 PM.
However, the ability to place "online" orders can modify the availability of products in real-time. Therefore, Desa cannot guarantee the immediate availability of the ordered goods until an order confirmation document is sent.

9.    Transport and Risk
Unless otherwise agreed, the supply of goods is understood to be Ex Works (EXW - Incoterms 2020), even when it is agreed that the shipment or part of it is handled by DESA. In any case, regardless of the delivery terms agreed upon by the parties, the risks pass to the customer no later than upon delivery to the first carrier.
The shipment is carried out by primary carriers chosen by DESA or another entity on its behalf.
The transport costs are charged to the customer on the invoice unless otherwise agreed between the parties.
The customer has the option to request the subscription of insurance against transport risks, the conditions of which are detailed in Article 11.

10.    Retention of Title
The products delivered to the customer remain the property of Desa until full payment of the agreed price has been received by the latter. The retention of title does not affect the transfer of risks in any way.
The retention of title extends to the products sold by the customer to third parties and to the price of such sales, within the maximum limits provided by the law of the Customer's country governing this clause.

11.    Detailed Conditions for the Use of Optional Transport Insurance
The following terms establish the conditions under which Desa offers its customers compensation in case of damage or loss of goods during transport, in accordance with the coverage provided by the insurance policy subscribed: Desa subscribes to insurance policies for the transport of goods with primary insurance companies, covering risks during the transport of goods.
-    Desa undertakes to compensate its customers for any losses or damages to the transported goods, in accordance with the terms of the subscribed insurance policy, provided that the insurance fee provided for in this agreement is paid;
-    The insurance fee is defined as an additional or optional service to the shipping services offered by Desa, a service that the customer must explicitly request;
The insurance coverage will be considered valid only when an insurance fee, the percentage of which will be negotiated but not less than 0.20% of the value of the goods, is charged on the sales invoice as an insurance fee payable within the payment terms provided for the relevant sales invoice. In the absence of payment of the agreed insurance fee reported on the invoice, the transport will be considered uninsured.
11.1     Optional Insurance Coverage and Indemnity Limit
11.1.1    Scope of Coverage: The optional insurance coverage service covers all risks of loss or damage to goods during transportation organized by Desa, unless such loss or damage is caused by negligence or misconduct on the part of the customer;
11.1.2    In the event of a claim verified and settled by the Insurance Company, Desa commits to reimburse the customer either with a replacement product or a monetary refund. The compensation will be based on the declared value of the goods listed on the invoice at the time of shipment, minus the deductible specified in Article 11.1.6;
11.1.3    Maximum Indemnity Limit: The maximum reimbursement for any claim will not exceed the total value of the transported goods;
11.1.4    Procedure to Follow in Case of a Claim: Desa, when shipping goods subject to insurance coverage, commits to sending the customer relevant shipment information via email. This may include details such as dimensions, volume, and number of packages in the shipment, where available. If specific information is unavailable, Desa will provide the relevant shipment information that is actually available at the time of dispatch. In case of a claim, the customer must notify Desa within 3 working days of the delivery of the goods and provide all necessary evidence to support the indemnity request.
11.1.5    Exclusions: The transport insurance service does not cover losses or damages caused by:
-    Intentional damage;
-    Normal wear and tear;
-    Mechanical failures unrelated to transportation.
11.1.6    Deductible: In the event of a claim, a deductible of 15% of the damage value will be applied, with a minimum of €1500 (one thousand five hundred euros).
11.2    Disclaimer of Liability
11.2.1    Non-Subscription to Insurance Option: If the customer chooses not to pay the optional insurance fee provided for, Desa will not be liable for any loss or damage to the goods during transport.
11.2.2    Specific Exclusions: Desa will not be liable for losses or damages resulting from:
-    Negligence or misconduct on the part of the customer or its agents;
-    Force majeure events, such as natural disasters, acts of terrorism, wars, riots, and similar circumstances beyond Desa's control;
-    Natural deterioration, wear and tear, or inherent defects in the transported goods.
11.2.3    Liability Limitations: Desa will not be held liable for losses or damage to transported goods that do not fall within the scope of the optional insurance coverage defined in Article 10.1.
Should Desa be held liable for losses or damages despite the above exclusions, such liability will be limited to the terms and indemnity limits defined in the previous points of this contract.
11.2.4    Non-Reservation Signature: If the customer receives the goods without signing with specific reservations on the transport document, it is presumed that the goods were delivered in good condition and conform to expectations. Consequently, Desa will not be liable for any claims related to non-visible damages or losses that were not properly reported at the time of delivery.
Where the customer requests to designate their own carrier, the shipment will be made to the customer on a freight collect basis, and the risk of loss (due to theft or misplacement) and/or damage to the goods transfers to the customer upon delivery to the carrier from Desa's warehouses.

12.    Payments
The goods supplied by DESA must be paid for by irrevocable, advance, and confirmed bank transfer. Any different payment conditions must be agreed upon and formalized in writing with Desa. The bank details for making the transfers will be indicated on the sales documents and, in any case, on the order confirmation.
Any delay or irregularity in payments grants Desa the right to:
12.1    suspend ongoing supplies, even if not related to the payment in question;
12.2    change the payment terms and/or discount conditions for subsequent supplies, including requiring advance payment or the issuance of additional guarantees;
12.3    apply late payment interest on the outstanding amount, at the rate provided by law pursuant to Legislative Decree 231/2002, without prejudice to Desa's right to claim compensation for further damages suffered.
In the event of non-payment, irregular payment, or delayed payment, any amount due to Desa by the customer for any reason will also become immediately payable. DESA reserves the right, at its sole discretion, not to proceed with the shipment of goods, even following order confirmation, to customers whose financial conditions are such as to clearly jeopardize the fulfillment of the obligations provided in the sales contract, or in the case of non-irrevocable and/or unconfirmed bank transfers.

13.    Order Cancellations
The customer may request the cancellation of the order or part of it, but DESA reserves the right to accept the cancellation. The request for cancellation (and the acceptance thereof) must be made through written communication via email.

14.    Instructions to Follow Upon Receipt of Each Package
It is necessary to follow these actions upon receipt of each package.
a)    Package Condition Check Upon Delivery: It is essential to verify the integrity of the package immediately upon receipt. Any external damage or discrepancy in the number of packages must be promptly reported to the courier. It is possible to indicate the receipt of the package "with reservation/subject to inspection" if signs of damage are observed, by noting this on the transport document provided by the courier.
b)    Packaging Conditions: Products are shipped in packaging made by the manufacturer or in cardboard boxes sealed with security tape. The use of adhesive tapes provided by the courier or other unauthorized materials to seal the package is not permitted. Also, in this case the recipient has the right to refuse the delivery or accept it "with reservation/subject to inspection".
c)    Acceptance with Reservation: If, at the time of delivery, the package shows signs of tampering or damage, the recipient has the right to refuse the delivery or accept it "with reservation/subject to inspection". In such a case, it is necessary to describe in detail the reasons for the reservation on the delivery proof, specifying the nature of the damage (e.g., scratches, dents, tears) in the "Notes" section.
d)    Signature Procedure: The reservation can be indicated on the delivery receipt provided by the courier, whether in paper or electronic form. This signature is crucial to activate the insurance procedures.
Post-Receipt Procedure:
a)    Reporting Packaging Damage: In case of packaging damage, if the package was accepted/signed “with reservation- subject to inspection”: Send an email to the sales agent within 24 hours of receipt, detailing the damage and attaching at least one photograph documenting the product and package damage, along with the delivery receipt signed with reservation.
b)    Damage to Contents with Intact Packaging: If the packaging appears intact but the content is damaged: Send an email to the sales agent within 24 hours, including at least seven photographs highlighting the product and packaging damage.
It is reiterated that the product must be inspected before any use or installation and before proceeding with damage reports. Additionally, approval to initiate the return procedure must be obtained in accordance with DESA S.R.L.'s return management policies.

15.    Goods Return
The procedure for returning goods to DESA must be initiated by completing an online form, specifying the reasons for the return and the references to the invoices and/or delivery notes. This procedure requires the express authorization of DESA staff. Once authorization, including the assignment of a "return number," has been obtained, the goods must be returned within 10 working days from the date of approval of the return request.
Possible deductions from the value of the returned goods are foreseen in the following cases:
-    If the product, although intact (unopened), is deemed "end-of-life" (no longer reorderable from our supplier) or "back-to-back product" (purchased specifically on customer order) at the time of the return request, at Desa's sole discretion.
-    If the product is declared opened by the customer.
-    If the product is declared unopened in the online form but is found to be opened.
-    If the goods arrive at DESA more than 10 working days after the issuance of the return authorization.
Returned goods must be in perfect condition, in the original packaging, and shipped prepaid (with transport costs borne by the sender) to our warehouse. The assigned return number must be cited on the shipping document.

16.    Claims
Any shipping errors or material shortages must be reported in writing, accompanied by appropriate video and/or photographic support, according to the methods and terms indicated in Article 14.

17.    Warranties
Purchasing products from DESA implies the unconditional acceptance of the warranty conditions established by the manufacturer, which are independent of DESA's will. Therefore, the customer acknowledges and accepts that the warranty on the purchased products is provided directly by the manufacturer according to the conditions set by the manufacturer. This acceptance includes, by way of example, the acceptance of the warranty management procedures, which may be entrusted to an entity other than DESA. With reference to the products subject to sale, Desa provides the customer with only the statutory warranties.

18.     Export Control and International Economic Sanctions
The customer is aware that the export of Desa products outside the customs territory of the European Union and/or to certain entities/certain destinations may be subject to control by the competent authorities and undertakes to take all necessary measures to comply with the current European and U.S. regulations on export control and international economic sanctions.
In the event that Desa's products subject to a transaction are exported or re-exported by the customer, the customer undertakes to export or re-export them to customers who are not subject to restrictive measures by the European Union, the United Nations, the United Kingdom, and/or the United States of America and who are not owned or controlled by persons or entities listed in such lists (hereinafter "Prohibited Party").
The customer undertakes to ensure that any resale contracts of the goods subject to this contract contain identical restrictions to those contained in this article, expressly committing to Desa to hold it harmless and indemnified if, as a result of a violation of this obligation, Desa suffers damages, losses, or otherwise prejudicial consequences.
If the fulfilment of Desa's existing obligations is prevented or made excessively burdensome due to the occurrence of one or more of the following events (hereinafter "Exonerating Events"):
a. changes in Italian, European, British, or United States law, including the adoption of restrictive measures or international economic sanctions against third countries, which impact the supplier's obligations; and/or
b. changes in administrative practices or in the judicial or administrative interpretation in Italy, Europe, the United Kingdom, or the United States of America of the applicable laws concerning restrictive measures or international economic sanctions against third countries;
c. failure by any competent authority to issue the necessary authorizations for the validity or execution of the sale;
d. any other event that prevents the completion of the sale under the originally agreed conditions due to provisions related to export control or international economic sanctions imposed by the Italian Republic, the European Union, the United Kingdom, or the United States of America, which is beyond Desa's control.
Desa will notify the customer in writing of the occurrence of an Exonerating Event and will consult with the customer in good faith to identify any useful or appropriate initiative aimed at ensuring the correct and timely performance of the contractual obligations. It is understood, however, that the performance of the respective obligations will be considered suspended during the consultation period, starting from the date of the notification of the Exonerating Event. In the event that, following the consultation, it becomes evident that Desa's obligations cannot be performed due to invalidity or illegality under the applicable law, the sale shall be considered terminated without the customer being entitled to any compensation for damages or any other claim. In the event that the fulfillment of Desa's existing obligations is not deemed illegal or invalid, but has become impossible or excessively burdensome, the order shall remain suspended from the date of the notification of the Exonerating Event until the Exonerating Event ceases, in which case Desa and the customer commit to minimizing, as much as reasonably possible, the negative consequences of such suspension.

19.    Clause Prohibiting Export to the Russian Federation and/or Belarus
The customer declares, warrants, and undertakes that the products supplied by Desa will not be sold, supplied, or exported, directly or indirectly (including through representatives, agents, distributors, or third parties), nor otherwise transferred to any natural or legal person, entity, or organization in the Russian Federation and/or Belarus and/or re-exported for use in the Russian Federation and/or Belarus, or transferred for an intended end-use in the territory of the Russian Federation and/or Belarus.
The customer undertakes to ensure the inclusion of an analogous provision in all its contracts with third parties concerning the products marketed by Desa and undertakes to promptly inform Desa of any such contracts, as well as any violations of the covenants, declarations, and warranties herein.
The customer acknowledges and agrees that Desa is obligated to notify the Italian authorities of any violations of the aforementioned covenants, declarations, and warranties.
In the event of any violation, at any time, of any of the aforementioned covenants, declarations, and warranties by the customer, Desa shall have the right to terminate the sales contract and all other sales contracts entered into between Desa and the customer by written notice, without prejudice to its right to: (i) receive immediately the full agreed consideration, regardless of any contractual clauses for delayed payment; (ii) claim compensation for damages resulting from the violation; (iii) take any action and remedy for its protection.
The customer shall hold harmless and indemnify Desa from any liability, loss, damage (including reputational damage), or cost (including legal expenses) that Desa may incur as a result of such violation.

20.    Legislative Decree 231/2001 and Anti-Corruption Regulations
The customer also undertakes to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and any other applicable regulations in the jurisdictions where the customer operates, purchases, sells, distributes, or delivers products.

21.    Disputes
For any disputes that may arise between Desa and the customer, the Court of Bari shall have exclusive jurisdiction.

22.    Amendments to These General Terms
The general terms contained in this document may be modified without prior notice and will be valid from the date of publication on the website www.desatrade.com.

23.    Governing Law
These General Terms and Conditions of Sale are governed by and interpreted in accordance with Italian law, excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna - 1980 - CISG).

24.     Personal Data Processing
If the customer communicates third-party personal data to DESA for the purpose of fulfilling the order (e.g., in the case of using the “dropshipment” service, which consists of the direct shipment of goods from DESA's warehouses to third parties), in compliance with current regulations on personal data protection, DESA, as the Data Controller, undertakes to process such personal data solely for the purpose of executing the Order for the entire duration of the commercial relationship between the customer and DESA and, in any case, according to the retention periods provided by law and any contractual obligations between DESA and the supplier of goods and services.
DESA, therefore, guarantees to:
-    Fulfill all necessary requirements to comply with current regulations and to strictly observe the provisions therein, including the proper maintenance of the record of processing activities carried out on behalf of the customer;
-    Assist and cooperate with the customer to ensure the customer's compliance with legislative obligations regarding personal data processed by DESA on behalf of the customer, including technical and organizational measures to guarantee the exercise of data subjects' rights;
-    Adopt and maintain security measures to ensure the availability, confidentiality, and integrity of the data in question;
-    Cease any use and delete the personal data processed on behalf of the customer upon the definitive termination of the relationship, subject to legal requirements and contractual requests from the suppliers of goods and services;
-    Immediately inform the customer if a data subject contacts DESA to exercise a right or claims a violation, and not respond to the data subject unless otherwise instructed by the customer;
-    Notify the customer without undue delay of any actual or suspected personal data breach for the purpose of recording/notifying/communicating data breaches;
-    Provide the customer with all necessary information to demonstrate compliance with current regulations in response to a request from the competent Authority.
All services provided by DESA are delivered using infrastructure managed by DESA's organization, at locations or servers situated within the European Union.
These conditions are valid starting from June 1, 2022.

25.    Express Termination Clause
Without prejudice to any right to compensation for damages, Desa shall have the right to terminate the individual sales contract for products by law, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, through simple written communication to the customer, if the customer fails to properly comply with even one of the following obligations: 9 (Retention of Title); 11 (Payments); 17 (Export Control and International Economic Sanctions); 18 (Clause Prohibiting Export to the Russian Federation and/or Belarus).
Any tolerance by Desa regarding breaches of the aforementioned obligations by the customer shall not be construed as a waiver of Desa's right to invoke this express termination clause.

25.    Force Majeure
In cases of force majeure, understood as events beyond Desa's control that reduce or nullify its commercial capacity—including, but not limited to, strikes (including corporate strikes), lockouts, catastrophic natural events, wars—Desa shall not be liable for any damages to the customer resulting from delays in the supply of products. If the impediment persists for a period exceeding 90 (ninety) days, each party shall have the right to withdraw from the contract, without any entitlement to compensation for damages from the other party.

Pursuant to and for the purposes of Articles 1341-1342 of the Italian Civil Code, the customer declares to have carefully read and expressly and fully accept the following clauses of Desa S.r.l. 's General Terms and Conditions of Sale: Article 2 ("General Terms and Conditions of Sale – Conclusion of the Contract"); Article 3 ("Liability"); Article 4 ("Technical Information"); Article 5 ("Orders"); Article 6 ("Customer's Obligations Regarding WEEE, Batteries, and Packagings"); Article 7 ("Prices"); Article 8 ("Product Availability"); Article 9 ("Transport and Risk"); Article 10 ("Retention of Title"); Article 11.1 ("Optional Insurance Coverage and Indemnity Limit"); Article 11.2 ("Disclaimer of Liability"); Article 12 ("Payments"); Article 13 ("Order Cancellations"); Article 14 ("Instructions to Follow Upon Receipt of Each Package"); Article 15 ("Goods Return"); Article 16 ("Claims"); Article 17 ("Warranties"); Article 18 ("Export Control and International Economic Sanctions"); Article 19 ("Clause Prohibiting Export to the Russian Federation and/or Belarus"); Article 21 ("Disputes"); Article 22 ("Amendments to These General Terms"); Article 26 ("Force Majeure").