Terms and conditions

Art. 1 General provisions

1.1 These General Terms and Conditions («Terms») govern all orders sent to DASP SRL (hereinafter «DaSP») for the purchase by a customer («Customer») of standard or customized products («Products») and/or related services («Services»).

1.2 A price quotation provided by DaSP to the Customer does not constitute a contractual offer.

1.3 A contract («Contract») shall be deemed concluded only upon DaSP’s acceptance, at its own discretion, of the Customer’s order, communicated in writing to the Customer or resulting from DaSP’s performance of the Contract, whichever occurs first.

1.4 The Terms govern the Contract to the exclusion of any other term or condition, unless otherwise agreed in writing by DaSP.

1.5 DaSP reserves the right to change the specifications of the Products and Services without notice where necessary to comply with applicable safety standards or other legal requirements.

Art. 2 Payments

2.1 Unless otherwise agreed in writing between the parties, the Customer shall pay the full price of the Products and Services, without any set-off or counterclaim, within 30 (thirty) days of the invoice date. Payment shall be made in the agreed currency by bank transfer to the account indicated on the invoice.

2.2 Should DaSP have reason to doubt the Customer’s solvency before proceeding with the delivery or collection of the Products or the provision of the Services, DaSP shall be entitled to request advance payment, in whole or in part, from the Customer or to request adequate guarantees for the payments due, in a form DaSP deems acceptable.

2.3 A Customer who fails to make payments on the due date shall be liable for default interest at twice the statutory interest rate, equal to interest of 6% per year, and in any case within the maximum limits set by law, accruing from the payment due date until the date of actual payment of the amounts due, as well as for the reimbursement of the expenses incurred by DaSP or its representatives to recover the amounts still due.

Art. 3 Insolvency of the Customer and default

Without prejudice to any other right or remedy of DaSP, DaSP shall be entitled to (a) treat the Contract as terminated and/or suspend the delivery of the Products or the provision of the Services without any liability towards the Customer, and (b) demand immediate payment from the Customer of any amount due to DaSP, should the Customer (i) enter into an arrangement with its creditors or be subject to bankruptcy or other insolvency proceedings or to liquidation proceedings, including voluntary liquidation; (ii) cease or threaten to cease its business; (iii) breach its contractual obligations and fail to remedy such breach within the period requested by DaSP; or (iv) have a receiver or court-appointed administrator appointed to manage its assets.

Art. 4 Intellectual Property Rights

4.1 The Customer acknowledges that all intellectual property rights relating to the Products and/or Services (including, by way of example, any patent, registered design, copyright, topography right, trademark, technical data, trade name, application to register any of the aforementioned rights, trade secret, unpatented know-how, confidential right, and any other intellectual property right of any nature considered as such anywhere in the world) («Intellectual Property Rights») are owned by or licensed to DaSP, a limited liability company incorporated under Italian law, and that the Customer is authorized to use them exclusively in connection with the use of the Products in accordance with the Contract; the Customer further declares that it shall not infringe the Intellectual Property Rights or acquire or obtain any right or other title to them.

4.2 Where, under a Contract, any Intellectual Property Right in or relating to the Products or Services is developed by DaSP, by the Customer, or by both, such right shall be acquired by DaSP or one of its affiliates, as applicable, immediately upon coming into existence, and the Customer hereby assigns such Intellectual Property Rights to DaSP or one of its affiliates, as applicable, and undertakes to complete all formalities necessary to enable DaSP or one of its affiliates, as applicable, to obtain protection of its rights as provided in this Article 4.2. The Customer acknowledges and declares that DaSP or one of its affiliates, as applicable, is the owner of all Intellectual Property Rights referred to in all Contracts.

Art. 5 Confidentiality

The Customer shall keep confidential all information received from DaSP and shall not disclose such information or know-how to third parties without DaSP’s prior written consent. The Customer shall not use any information for purposes other than those of this Contract, unless such information is in the public domain (other than through a breach of this Article), was lawfully provided to the Customer by a third party entitled to do so, or disclosure has been required by a judicial authority.

Art. 6 Force majeure

DaSP shall not be liable towards the Customer for any loss or damage the Customer may suffer as a direct or indirect consequence of non-performance, delayed or defective performance not attributable to DaSP (a «force majeure event»). Any obligation of DaSP under any Contract shall be suspended for the duration of a force majeure event. Should the period during which DaSP is unable to perform its obligations as a result of a force majeure event last longer than 60 (sixty) days, either party shall be entitled to terminate the Contract without any liability for damages. The Customer shall in any case remain liable for payment for Products already delivered or Services rendered before termination.

Art. 7 Prices and delivery

7.1 Unless otherwise agreed in writing, the prices and delivery terms of the Products are CIP (Carriage and Insurance Paid to) the Customer’s address – Incoterms 2000, and are net of VAT and of any other tax or duty, which remain payable by the Customer.

7.2 Any date for delivery of the Products or provision of the Services indicated by DaSP shall not be regarded as an essential term to be met on pain of forfeiture of rights, and DaSP shall not be liable for any delay in their delivery or performance.

7.3 Should the Customer fail to take delivery of the Products (except for a cause attributable to DaSP), DaSP may, in addition to the other rights and remedies available to it, (i) store the Products until actual delivery and charge the Customer the related costs, or (ii) after informing the Customer, sell the Products at the best price and (after deducting storage and selling costs) credit the Customer with the amount exceeding the Contract price or charge the Customer the difference between the proceeds and the Contract price.

Art. 8 Retention of title and risk

8.1 Notwithstanding delivery of the Products and the passing of the related risk to the Customer, title to the Products shall remain with DaSP until DaSP has received from the Customer payment of the full sale price of the Products.

8.2 Until payment of the full price, the Products shall remain, and shall be identified as, the property of DaSP and, after delivery, the Customer shall insure them at its own expense against the usual risks.

8.3 Should the Customer fail to pay DaSP the price of the Products and/or services, or should DaSP have reason to believe that the Customer will not pay, DaSP reserves the right to repossess, immediately and at any time after delivery, the Products owned by DaSP, and the Customer hereby grants DaSP’s representatives and employees the right and permission to enter the premises where the Products are located without the need for the Customer’s prior authorization to that end. Should the Products and/or services delivered by DaSP have already been installed in or integrated into the Customer’s products, the Customer shall, at DaSP’s request, disassemble the installed or integrated parts and return them to DaSP. The Customer shall bear all costs incurred by DaSP for their recovery.

Art. 9 Inspection and acceptance

9.1 Upon delivery of the Products or provision of the Services, the Customer shall inspect the Products for any defects and the Services for any deficiencies.

9.2 The Customer shall notify DaSP of any defects and deficiencies within 8 (eight) days of delivery or provision of the Products or Services. Once that period has elapsed without the Customer having notified any defects or deficiencies, such delivery or provision shall be deemed accepted by the Customer.

Art. 10 Warranties

10.1 Unless otherwise agreed in writing and subject to the limitations set out in these Terms, DaSP warrants that the Products (excluding software, goods with a life of less than 12 months and spare parts) will operate in accordance with the specifications of each Product in force at the time of delivery for a period of 12 (twelve) months from the date of acceptance or, where applicable, installation, and in any case for a maximum period of 15 (fifteen) months from the date of delivery.

10.2 The warranty does not cover defects in the Products caused by: (a) external causes, such as short circuits, incorrect voltages, inadequate working conditions, and any other cause attributable to the Customer; (b) normal wear and tear or excessive use; (c) Products sold to the Customer as used; (d) parts that come into direct contact with chemicals that have been used incorrectly by the Customer; (e) parts excluded from the warranty in the manual of the Product delivered; (f) repairs, modifications or alterations of the Products carried out by the Customer or, at its request, by third parties, or the removal or alteration of trademarks or other specifications, without DaSP’s written consent; (g) improper use or maintenance of the Products by the Customer, including by way of example failure to follow the instructions or the methods of use; (h) failure by the Customer to report any claims relating to the Products for breach of the above warranties within 8 (eight) days of discovering such breach; (i) in the case of Products that must be installed by DaSP, failure to have the Products installed by a DaSP technician, unless the Customer has been authorized in writing by DaSP to carry out such installation itself.

10.3 Where the Customer has promptly notified DaSP’s breach of its warranty obligations, DaSP’s liability shall be limited, at DaSP’s option, to the free replacement, repair or modification of the Products or to the refund, in whole or in part, of the price paid by the Customer for such Products.

10.4 The return of Products to DaSP under the warranty obligations shall be possible only with DaSP’s prior written authorization and instructions, and shipping costs shall be borne by the Customer. Returned Products shall remain at all times the property and at the risk of the Customer.

10.5 Except as provided in this Article, DaSP expressly excludes any other warranty.

10.6 The warranties under this Article are granted to the Customer only and may not in any way be transferred to third parties, on pain of forfeiture of such warranties by the Customer.

Art. 11 Liability

11.1 These Terms contain no exclusion or limitation of DaSP’s liability for willful misconduct or gross negligence or for death or personal injury caused by negligence or other liability, but only to the extent that such exclusion or limitation cannot be excluded or limited by law.

11.2 Within the limits of Article 11.1, DaSP excludes all liability for direct or indirect damages such as (a) loss of profit; (b) loss of data; (c) loss of revenue; (d) loss of business opportunities; (e) loss of goodwill or other heads of damage of any nature attributable, whether by negligence or otherwise, to DaSP, its employees or representatives.

11.3 Without prejudice to Article 11.1, DaSP’s maximum aggregate liability, whether contractual or non-contractual, shall not exceed the amount invoiced under the Contract.

Art. 12 Installation costs

The Customer shall pay DaSP a reasonable additional amount for non-ordinary installation activities and in particular an adequate fee for the services rendered, reimbursement of travel, board and lodging costs, as well as the costs of third parties engaged for the installation, and any other costs incurred by DaSP. Such costs shall be duly documented by DaSP.

Art. 13 Obligations of the Customer

13.1 The Customer shall provide DaSP, at its own expense and in an understandable and usable form, with all the data and information necessary to perform the Contract.

13.2 The Customer is responsible for the correct use of the Products and Services and for the security of the data provided to DaSP.

13.3 The Customer shall defend and hold DaSP and its affiliates harmless from all damages, losses and/or expenses incurred by DaSP as a result of claims by third parties alleging that the Customer’s use of the Products and/or Services infringes intellectual property rights of any kind of such third parties, including by way of example patents, copyrights, trade secrets, to the extent that such infringement is not attributable in whole or in part to DaSP’s Products and/or Services themselves.

13.4 The Customer acknowledges and declares that, where a specific license is required for the Products, such Products shall be used in compliance with the license accompanying them. The Customer’s acceptance of the license is a necessary condition for the use of each Product.

Art. 14 Other provisions

14.1 With reference to each Contract, these Terms constitute the entire agreement between DaSP and the Customer and shall prevail over any prior agreement governing the subject matter of the Contract. No representation, obligation or promise may be attributed, even implicitly, to DaSP unless expressly provided for in these Terms.

14.2 Any amendments or additions to these Terms shall be valid only if accepted in writing by DaSP.

14.3 Any failure by DaSP to exercise the rights under this Contract shall not constitute a waiver of such rights, nor shall it prevent DaSP from exercising or enforcing them at a later time.

14.4 Should any provision of these Terms, or part thereof, be held invalid or ineffective by a competent court, such invalidity or ineffectiveness shall not affect the other provisions or parts of the other provisions of these Terms, which shall remain valid and effective.

14.5 The Customer may not assign, novate or transfer all or part of its rights under this Contract without DaSP’s prior written consent. DaSP, on the other hand, may freely assign, novate or transfer the Contract or any rights or obligations arising from it.

Art. 15 Governing law and jurisdiction

Any Contract and these Terms are governed by Italian law and the Customer accepts the exclusive jurisdiction of the Italian courts.

The Customer declares that it has fully understood the entire text of the Terms and expressly signs for acceptance, pursuant to Articles 1341, paragraph 2, and 1342 of the Codice Civile (Italian Civil Code), the following clauses: 2.1 (Payments – solve et repete clause); 3 (Insolvency of the Customer and default); 7 (Prices and delivery terms); 8 (Retention of title and risk); 9.2 (Inspection and acceptance); 10 (Warranties); 11 (Limitation of liability); 13.3 (Customer’s indemnification obligations); 14.5 (Prohibition of assignment); 15 (Governing law and exclusive jurisdiction).

General terms and conditions, version of 3 October 2026. Courtesy translation: the Italian text prevails.