General terms and conditions of sale

1 – Application of terms and conditions
These General Terms and Conditions of Sale regulate all relations between DELTA ELETTRONICA Srl. electronic components (hereinafter “DELTA”) and the client, barring exceptions made as a result of specific conditions confirmed in writing by DELTA.

2 – Orders
Order requests shall be issued by clients in letter, fax or email form. DELTA reserves the right to accept orders placed via telephone and/or verbally. All clauses and conditions included on order requests by the client that contradict these General Terms and Conditions of Sale shall be considered void unless accepted in writing by DELTA.

3 – Conclusion of contract
An order issued by DELTA in response to order requests as mentioned in Point 2 does not constitute a contract proposal, in accordance with Article 132 of the Italian Civil Code, and therefore in no way represents a binding agreement for DELTA. It merely serves as an indicator of DELTA’s availability to supply the products requested at prices valid at the time the order was placed. It is therefore subject to change until the order is confirmed by the client.
DELTA specifies that for products sourced on the international free market, no claims for damages or fees shall be acknowledged unless these have been agreed previously, given that prices and availability can change at any time. In any case, the value of claims shall not exceed the value of the goods ordered.
For each order, DELTA – if it wishes to accept – shall issue a written order confirmation and send this to the client along with these General Terms and Conditions of Sale to the client, who shall sign and return them. This shall conclude the contract.
Any information or data regarding the characteristics and/or technical specifics of products contained in catalogues, price lists and similar documents shall only be binding in the event that such data has been expressly confirmed in writing by DELTA. In any case, in the event that advance payment has been requested and not made, either wholly or in part, DELTA reserves the right to request the annulment of the contract due to non-fulfilment on the part of the client.

4 – Delivery
a) Unless otherwise agreed, sales through DELTA shall be considered complete when the goods are delivered through its couriers. Delivery costs are at the expense of the recipient.
b) Claims or complaints regarding products contained in the order shall not give the client the right to suspend or delay payment.
c) The client commits to not resell products bought under this agreement to other clients and figures listed in the Table of Denial Orders (TDO).

5 – Terms of delivery
The terms of delivery set out by DELTA are indicative and non-binding. Therefore, DELTA shall not be held responsible for any damages or penalties deriving from late deliveries, except where exceptions have been agreed in writing in advance. DELTA reserves the right to make partial deliveries and issue invoices requiring payment within the payment terms agreed in the order confirmation.
Delivery of fewer items that specified in the order does not absolve the client from the obligation to accept the delivery and pay for the products delivered.
Unless otherwise agreed in writing ahead of time, delivery of the order by DELTA outside of the terms of delivery shall not give the client the right to request the annulment of the contract, nor request damages and/or penalties.

6 – Return of merchandise
a) All returns must be authorised in writing ahead of time by DELTA.
b) Returns shall only be accepted if accompanied by the Return Merchandise Authorisation (RMA) number. All merchandise returned must be in its original packaging and must be packed in such a way as to ensure that it cannot become damaged. The client shall be liable for any damage to merchandise being returned. All returns must be made according to the procedure stated in the RMA.
If the goods being returned are deemed faulty by the client, a complete description of the supposed fault must be included with the return. Goods returned without a valid motive shall be sent back to the client, with delivery costs at the expense of the client.
c) No returns shall be accepted, even if previously authorised, if the following information is missing from the RMA:
c1) RMA number, provided to the client by DELTA;
c2) Delivery note number or invoice number, issued by DELTA;
c3) Quantity and type of goods returned;
c4) Reason for return;
c5) Exchange request.
d) Under no circumstances shall DELTA accept returns of products that have been soldered, tampered with, damaged, recovered from assembled circuits or used improperly.
e) Products that violate the standards and/or conditions specified in Subpoint D shall be sent back to the client at their expense.
f) Claims worth less than €100.00 shall not be accepted.

7 – Payment terms
All invoices shall be paid to DELTA headquarters in MILAN, Via VALPARAISO, 7/a, within the agreed payment terms, regardless of any anomalies that occur during the guarantee period and of the need for any testing. DELTA reserves the right to issue cash orders and/or bank drafts without this constituting exception to Point 3 of Article 1182 of the Italian Civil Code.
For clients placing their first order with DELTA, payment may be made in cash on acceptance of goods.
Any complaints regarding invoices shall be sent via registered letter with acknowledgement of receipt to DELTA within eight days of the date of receipt of the invoices. If complaints are not sent according to this procedure, they shall not be taken into consideration and orders shall be considered accepted without reservation.
In the event that payment is late, default interest shall be charged at the legal interest rate plus 3 (three) points. No discounts shall be granted unless expressly authorised by DELTA.
The client is not authorised to make any deductions to the fee agreed (e.g. in the event of early payment or supposed faulty products) unless this has been agreed in writing in advance by DELTA.
In the event that DELTA has reason to fear that the client cannot or does not intend to pay for goods within the agreed data, DELTA can suspend delivery of the goods until adequate guarantee of payment is provided.

8 – Suspension of delivery and termination of contract
DELTA reserves the right to suspend delivery in the event that the client fails to make even one payment within the agreed payment terms, fails to comply with other contracts or, more generally, violates any other obligation. After the contract is agreed, in the event that the economic situation of the client changes as a result of contested promissory notes and/or compulsory enforcement actions on the client’s assets and/or insolvency proceedings initiated against the client, i.e. in the event that the client fails to make payment or does so outside of the agreed payment terms, DELTA – in addition to the provisions set out at the beginning of this paragraph regarding the right to suspend delivery – reserves the right to immediately terminate the contract and communicate the activation of the acceleration clause as per ex Article 1186 of the Italian Civil Code. DELTA shall also solicit the immediate cash payment of invoices due and yet to become due via registered letter with acknowledgement of receipt.

9 – Prices
Sales prices do not include VAT. All other services must be agreed and shall be charged on a specific basis.
For goods coming from abroad, prices are based on the daily exchange rate listed in the “Il Sole 24 Ore” newspaper or the exchange rate applied by banking institutions.
No reductions on the amounts shown in invoices shall be permitted, nor shall rounding down.

10 – Cancellation or rescheduling of orders
The client may not cancel orders or reduce quantities without prior authorisation from DELTA. For orders with scheduled delivery dates, the rescheduling of delivery dates must be agreed in writing with DELTA, who reserves the right to accept or reject this. DELTA requests that notification be sent via registered letter with acknowledgement of receipt or fax with at least one month’s notice before the first deadline. In this case, DELTA shall be entitled to charge a fee of 1.5% of the value of the unused goods per month as reimbursement for the cost of the unused goods.
Regardless of the provisions set out in the General Terms and Conditions of Sale, it shall nevertheless remain understood that orders relating to special products, personalised goods, products of higher value, products supplied as kits to be assembled by the client and products not included in the DELTA catalogue, i.e. all products that DELTA classifies as “NCNR” or “Non-Cancellable and Non-Returnable” (so-called “Non-Standard Products”) are to be considered “NON-CANCELLABLE and NON-RETURNABLE”.

11 – Guarantee
DELTA guarantees that good sold are free from material or manufacturing defects. DELTA issues the exact same guarantee to its clients as it received from the original producers. More specifically:
a) products for which DELTA is the distributor are guaranteed for 12 months;
b) products sourced through official channels are guaranteed for 12 months;
c) products sourced through the free market (international brokers) are guaranteed for 30 days, barring alternative written agreements between DELTA and the client.
As regards products sources as specified in Point C, the client is advised to test a sample of products sourced from the free market (international brokers) before using these for production. We strongly advise this for products no longer in production or difficult to source.
The client must provide written notification of any faults to products to DELTA within 8 (eight) days of delivery. The period of guarantee shall begin from the date of delivery. DELTA reserves the right to repay the amount equivalent to the sales price of the products to the client. Alternatively, DELTA shall have the right to replace products that DELTA considers faulty within the aforementioned terms of guarantee, at its own discretion and expense.
DELTA is not obliged, on the basis of this point, to provide assistance to repair damage deriving from and/or relating to unpredictable circumstances and circumstances not depending on the will of DELTA.
In this respect, DELTA shall not acknowledge economic claims from clients for damages, penalties or reworking of circuit boards if this has not been agreed in advance. In any case, the value of claims shall not exceed the amount paid for the goods.

12 – Force majeure
Barring severe negligence, DELTA shall not be held responsible for non-performance of the contract and/or for any delays in fulfilling its objectives as set out in these General Terms and Conditions of Sale. The client shall have no right to request the termination of contract and/or claim damages as a result of: (a) causes that cannot be reasonably attributed to DELTA; (b) the need to adhere to laws, regulations, orders, acts or requests that must take precedence, from any governmental, civil or military authority or organ or organisation dependent on the above; (c) actions or omissions by the client and/or causes relating to force majeure, such as for example: fires, floods, bad weather, strikes or similar manifestations, lockouts, factory closure or modifications, embargoes, wars, civil disorder, transport delays or deficiencies, impossibility of international suppliers to deliver goods within the timescales previously agreed or other similar causes.

13 – Confidentiality
All parties commit to not use or reveal, divulge and/or communicate, either directly or indirectly through third parties or intermediary persons, bodies or companies, via any means and in any way, all objectively or subjectively confidential news and/or information that they become aware of as a result of the contractual relationship between the parties.

14 – Privacy Statement pursuant to Legislative Decree 30/6/2003 No. 196
Pursuant to and in accordance with the provisions set out in Legislative Decree No. 196/03, DELTA hereby guarantees that personal data pertaining to the client that is required for processing shall be protected and controlled using appropriate, preventative security methods, partly due to the nature of the data and the specific characteristics of data processing, in order to reduce to a minimum the risk of destruction, loss or disclosure of the data, even where this is accidental, as well as unauthorised access or data processing that is not permitted or does not correspond to the purposes for gathering data. Furthermore, DELTA hereby guarantees that it has adopted the minimum security measures required by law. The client hereby declares that it has verbally received, understood and accepted the Privacy Statement pursuant to Article 13 of Legislative Decree No. 196/03.

15 – Restrictions of use and compensation
Products sold by DELTA must be used only and exclusively for the purposes indicated by the original producers. As a rule, these purposes do not include using the products in systems relating to the protection and/or support of human life, use in connection with nuclear material and use for any other purpose where the malfunctioning of a product sold be DELTA could cause endanger life, harm the human body, affect human health or lead to losses of unusually high sums of money.
In the event that the client needs to use or resell any of the products they have purchased for one or more of the aforementioned purposes, they do so at their own risk and assume full responsibility therein.
In the event of non-compliance with this clause, the client must absolve DELTA and the original producer of the product from all damages (direct and/or indirect) costs and liabilities that may derive from using the products in a way that violates this clause and/or the terms of use and user precautions issued by the original producers.

16 – Control over reselling and exports
All products supplied by DELTA are to be used exclusively in the country in which they are delivered, as agreed with the client. Any reselling of the products, or different usage of the products, technology and documentation, are subject to regulations controlling exports (laws, orders, directives, decisions, administrative acts etc.) valid in the United States of America, in the client’s country of domicile and in the European Union; they shall also be subject to the import/export regulations of non-EU countries. The client is responsible for informing themselves about the regulations, ensuring that they comply with them and, if necessary, taking steps to obtain the necessary licences for imports, exports and re-exports.

17 – Jurisdiction and competent court
The contract shall be governed by Italian law. The sole competent judicial authority for any disputes deriving from failure to respect the General Terms and Conditions of Sale shall be the Court of Milan.

18 – Modifications
Any clauses that derogate from and/or add to the General Terms and Conditions of Sale as set out above shall not be valid unless they are formulated in written form and expressly approved by both parties. The invalidity of one or more clauses in the General Terms and Conditions of Sale shall not affect the validity of the General Terms and Conditions of Sale as a whole.

19 – Correspondence
All correspondence from one party to the other regarding the General Terms and Conditions of Sale must be delivered in writing (by hand, email, fax or priority mail) to the legal headquarters of each party, where each party has chosen their domicile.