General Sale Conditions
Aria Sensing s.rl.

1. (GSC and Applicable Law)

1.1 These General Sale Conditions ("GSC") shall apply indefinitely and govern any contract - as better defined below ("Contract(s)") - which ARIA Sensing S.r.l. ("Seller") will enter into from time to time with the Purchaser for the sale of the following products marketed under the brand "Aria Sensing":
(i) ultra-wideband transceiver for radar application and/or related firmware;
(ii) RF transceivers and/or related firmware;
(iii) RF or MW circuits ("Product(s)").

1.2 The full text of the GSC is available online at Seller reserves the right to amend these GSCs, provided that any amendment shall be deemed effective from the date of publication on the aforementioned website.

1.3 All Contracts entered into by the Seller from time to time shall be governed by the GSC and by Italian law ("Applicable Law"); being the Vienna Convention on Contracts for the International Sale of Goods, 11 April 1980, and/or other conventions, treaties and uniform and/or conflicting laws in force in relation to international sales excluded.


2. (Formation of the Contracts)

2.1 Any Contract is deemed executed upon acceptance - by the Purchaser - of the purchase Offer ("Offer") issued by the Seller. In particular, the Contract is entered into by the Purchaser by means of exact confirmation - analogue or digital - of the Offer ("Confirmation"). Until receipt of the Confirmation by the Seller, offers and quotations communicated by the Seller or its agents, representatives and auxiliaries shall not be binding on the Seller.
2.2 Any general terms and conditions of the Purchaser shall never apply, even in part, unless expressly accepted in writing by the Seller. Therefore, any conditions referred to by the Purchaser in any documentation and/or commercial communication made known to the Seller at any stage of the contractual negotiations shall not be binding on the Seller. Nor shall Seller's performance, even in part, of the Offer be construed as tacit or implied acceptance of any general terms and conditions of the Contract which have not been expressly accepted in writing by Seller.
2.3 The Contract shall be deemed to be executed only when the Seller receives an unaltered Confirmation of the Offer - within the time specified therein - duly signed by the Purchaser for acceptance. Any oral agreement relating to the sale of Products shall not bind Seller unless confirmed by Seller in writing.
2.4 Each Offer shall indicate the technical specifications, prices, delivery times and all other specific purchase terms and conditions.
2.5 The GSC shall apply along with the terms and conditions of the Offer and, therefore, with the Contract executed between the Parties. In the event of a conflict, the special terms and conditions of the Contract shall prevail over the GSC.
2.6 The Purchaser shall be deemed to be aware of the content of the GSC upon receipt of the Seller's Offer.
2.7 The Seller shall be entitled to claim damages against the Purchaser if the Seller has commenced performance of the Contract (e.g. ordered the necessary raw materials) as a consequence of the exchange of information prior to the placing of the Offer and of the reliance caused by the Purchaser, and the Purchaser has refused to transmit the Confirmation without cause.
2.8 If the Products are manufactured according to the Purchaser's instructions and the Purchaser revokes the Confirmation for reasons not attributable to the Seller, the Seller may charge the former for the costs incurred in designing the Products and executing the Offer, in addition to the cost of components purchased for that purpose until the time of receipt of the revocation.
2.9 Purchaser may withdraw from the Agreement for convenience. In this case, the Purchaser shall pay to ARIA Sensing an indemnification equal to:
• 50% of the price, if the notice of cancellation is received from ARIA Sensing within 15 calendar days after the issuance of the Confirmation;
• 100% of the price, If the notice of cancellation is received from ARIA Sensing after 15 calendar days after the issuance of the Confirmation.


3. (Products)

3.1 The configuration and technical and performance characteristics of the Products shall be those defined from time to time by virtue of the conclusion of Contracts subject to the GSC.
3.2 The technical requirements and performance standards of the Products shall be exclusively those required under the Applicable Law. The Purchaser shall check the conformity of the Products with all technical requirements, performance and safety standards under the law of the place of destination. In respect of the foregoing, the Purchaser shall be liable for any and all damages resulting from the non-conformity of the Products with the laws applicable in the place where the Products are going to be used.
3.4 The Products - once delivered to the Purchaser - shall not be exposed to elements and natural agents which may alter, deteriorate or in any way compromise their structure, consistency, appearance, or quality.
3.5 The Contracts, unless otherwise agreed by the Parties, cover standard Products as described on the website of the Seller or in the datasheet provided by the Seller to the Purchaser during the negotiation of the Contract (i.e. standard hardware and firmware). Therefore, Seller shall not be obliged to make any changes to the Products already manufactured or in the course of production. Any special request of
the Purchaser with reference to the firmware, including the development of a special firmware or a new firmware compatible with any software of the Purchaser shall be subject to a separate agreement between the Parties for the development of the firmware.


4. (Designs, Seller's documentation, industrial property rights)

4.1 The prices and all the data, technical or not, including those related to the functionality and performance of the Products and contained in any descriptive and commercial documentation of the Seller (for example the data reported in brochures, leaflets, price lists, catalogues, websites, sales offers, or other paper, electronic and/or computer supports, etc.), except for what is specified in the accepted Offer, shall not represent a commercial or contractual offer, but shall be understood as merely indicative and not binding for the Seller. Therefore, the Seller, at any time and without notice, reserves the right to make any changes that, at its sole discretion, it deems appropriate to improve the functionality and performance of the Products, as well as to meet the technological and production requirements agreed with the Purchaser.
4.2 Any drawings, documents, industrial and intellectual property rights, technical information or software relating to the manufacture, assembly or maintenance of the Products, as well as those relating to parts of the Products (Including the firmware/software for the functioning of the Products), and any other drawings, documents, industrial and intellectual property rights of the Seller transferred to the
Purchaser before or after the execution of the Contract shall remain the exclusive property of the Seller. Such material shall not be exploited or otherwise used for any purpose by Purchaser without Seller's written consent. Any trademarks, signs or logos identifying the Products shall be the exclusive property of the Seller and shall not be altered, changed, removed or deleted in any way by the Purchaser.
4.3 The Seller makes no warranty that the manufacture, use and marketing of the Products will not result in the infringement of any third party's intellectual property rights (patents, trademarks, designs, know-how, etc.), and shall therefore not be obliged to indemnify and/or hold harmless the Purchaser against any damages and/or claims by third parties in this respect.
4.4 If the manufacture of the Products is carried out by the Seller on the specific request and technical documentation of the Purchaser, the Seller shall not be liable for the infringement of third parties' industrial property rights, which shall instead be the exclusive responsibility of the Purchaser, who undertakes to indemnify and hold harmless the Seller from any damage or claim.


5. (Delivery)

5.1 The Products are supplied CPT Incoterms® 2020 carriage paid to the place Indicated in the Offer unless otherwise agreed between the parties in the relevant Contract. If there is an overall increase in the cost of production factors (including raw materials, energy, labour, etc.) between the date of conclusion of the Contract and the agreed delivery date, the Purchaser undertakes to renegotiate in good faith with the Seller the price of the Products in such a way as to safeguard the economic balance of the Contract. The Purchaser acknowledges that the delivery time agreed In the Contract might change due to the time of delivery of components supplied by certain strategic supplier of the Seller. In case of significant delays in the supply of components necessary for manufacturing the Products, the Purchaser shall timely inform
the Purchaser and the Parties shall negotiate in good faith a new delivery date. If the Parties do not reach an agreement, the Purchaser shall be entitled to withdraw from the Contract, but the Seller shall not be liable for any damage resulting from the early termination.
5.2 In any case, the Purchaser warrants that the Products may be freely imported into the country/place of delivery and/or destination and undertakes to pay for the Products even if, at the time of import into the country/place of destination, there will prohibitions or restrictions to import.
5.3 Delivery terms shall be deemed to be in favour of the Seller and in any case with the application of a reasonable tolerance of up to ten (10) working days.
5.4 In case of split deliveries, delay or failure to make a delivery shall not entitle the Purchaser to terminate the Contract.
5.5 The Purchaser shall always accept delivery of the Products, even in the case of partial deliveries.
5.6 After the shipment, the Seller shall not be liable for any loss, damage and/or deterioration of the Products, which shall be borne exclusively by the Purchaser. In particular, if delivery does not take place because of a reason not attributable to the Seller or due to any Force Majeure Event pursuant to article 12, the delivery will be duly made upon simple communication "goods ready for collection" sent to
the Purchaser by registered letter, fax, PEC or e-mail. If the Purchaser's refusal to collect the Products persists for more than 30 calendar days from the notice stating that the Products are ready for delivery, the Seller will be entitled to terminate the Contract forthwith pursuant
to Article 1456 of the Italian Civil Code, without prejudice to the Seller's right to compensation for damages.
5.7 The Purchaser waives any indemnity or claim against the Seller for direct or indirect damages caused by transport operations, as well as for delays or partial deliveries, provided that these damages are not attributable to the Seller's wilful misconduct or gross negligence.
5.8 The Products are sold and delivered in adequate packaging, according to the best practice in the relevant business sector. In case of resale of Products, the Purchaser shall not alter and/or modify the original packaging under penalty of forfeiting all warranties on the delivered Products.


6. (Transfer of risk)

The transfer of the risk of damage or loss of Products shall take place upon delivery. The Products may be insured by the Seller only upon the written request of the Purchaser and, in any event, the costs of insurance shall be borne by the Purchaser.


7. (Ownership)

7.1 The Purchaser acquires ownership of the Products upon delivery, provided that the price of the Products has been paid in full.
7.2 If the Products have to be paid for in instalments, in a period of time following delivery of the Products, the Seller reserves the right - at its sole discretion - to transfer the Products subject to retention of title or to require the Purchaser to provide another similar guarantee. In this case, the Purchaser undertakes to provide the maximum cooperation required from the Seller with regard to the transcription of the
reservation of title on the Products, as well as with regard to the provision of adequate guarantees of payment.
7.3 If the Parties agree that the sale of the Products is to be paid for in instalments and the Purchaser is in default of its payment obligations, the Seller shall be entitled to terminate the Contract with immediate effect pursuant to article 1456 of the Italian Civil Code and retain the sums already received as penalty, without prejudice to compensation for damages.


8. (Price and payment terms)

8.1 Unless otherwise specified in the Confirmation, the prices of the Products are exclusive of VAT for Products delivered CPT Incoterms® 2020 at the relevant place of destination. The prices of the Products are always net of freight, insurance, installation, and service charges("Charges"). The method of payment shall be specified in the Contract from time to time. 8.2 Unless otherwise agreed, the Purchaser shall pay the price in accordance with the following terms:
• 50% as deposit, within 5 (five) calendar days from the date of acceptance of the Offer by the Purchaser;
• 50% upon delivery according to the CPT Incoterms® 2010 conditions of the Products at the place specified in the Offer.
8.3 The price of the Products and any other sum payable to the Seller for any reason whatsoever shall be deemed to be due - net - at the Seller's domicile and shall not include expenses, which shall be borne by the Purchaser.
8.4 In the event of the Purchaser's failure to comply with the terms and conditions of payment, or in the event of Purchaser's financial difficulties occurring after the conclusion of the Contract, as well as in the event of the Purchaser's failure to make partial and/or total payment or to provide adequate security - if agreed - the Seller shall be entitled to suspend the production and delivery of the Products
and/or terminate the Contract. This applies both to Products covered by the Contract non-performed by the Purchaser and to Products covered by other Contracts.
8.5 The Purchaser may enforce the warranty set out in article 9 below only if it has paid all amounts due; any breach of the Seller's obligations shall not entitle the Purchaser to suspend or delay payments.
8.6 Any delay, even partial, in making payments within the agreed terms will result in the waiver of the guarantee referred to in article 9 until the overdue payments are settled, as well as the automatic charging of interest, without prior notice, at the rate calculated on the basis of the legal rate in force in the Seller's country, increased by three points.
8.7 Payments shall always be made in currency which is legal tender in Italy. The Purchaser agrees that any change in economic and market conditions, currency fluctuations, interest rates and the like in the Purchaser's country at any time shall not constitute or be construed as force majeure releasing the Purchaser from its contractual obligations to the Seller. Accordingly, the Purchaser shall bear any consequence
and/or loss caused by any such event or circumstance until full and complete performance of any Contract.
8.8 All payments due to Seller shall be made in cleared funds, without any deduction or set-off, net of all taxes, duties, charges, contributions and withholdings of any kind now or hereafter imposed by any governmental authority, taxing authority or any other authority. If Purchaser is required to make any deduction, Purchaser shall pay Seller any additional amount necessary to ensure receipt by Seller of the full price due in the absence of such deduction.
8.9 The Purchaser shall in no case suspend the payment of the Price by raising exceptions or claim for defects or non-conformity of the Products. In fact, the warranty for defects shall be effective and any claims for defects will be taken into consideration by the Seller only upon full payment of the price of the Products by the Purchaser.
8.10 The Seller reserves its right, at its own and sole discretion, to transfer, assign or dispose - at any time and without the need for any communication and/or authorization - all or some of the rights or obligations arising out of the Contracts to third parties (factoring companies, equivalents or insurance or banking institutions).


9. (Warranty)

9.1 The warranty is limited, at the Seller's exclusive and unquestionable discretion, to the repair or replacement of the parts of the Products which are defective due to design or manufacturing defects (provided that the design was exclusively carried out by the Seller without the design contribution of the Purchaser), excluding materials not produced by the Seller and parts subject to normal wear and tear.
9.2 Furthermore, the Seller shall not be liable for any lack of conformity of the Products and for any defects deriving, even indirectly, from any documentation, technical or otherwise, and from anything else supplied, indicated or requested by the Purchaser or by third parties who have acted in any capacity on behalf of the Purchaser.
9.3 The Seller shall not be liable for defects of conformity of the Products and for defects caused by the Purchaser's or any third parties' failure to comply with the precautionary rules and good practices in the field of maintenance, as well as in the event of accidents and use of the Products that does not comply with the prescriptions of the documents made available by ARIA Sensing S.r.l. The Seller shall not be liable for non-conformity and for defects resulting from improper use of the Products by the Purchaser or from modifications or repairs carried out by the Purchaser without Seller's prior written consent or, in any case, for defects due to causes arising after the transfer of risk.
9.4 This warranty is valid for a period of twelve (12) months and shall not be subject to any extension; it is understood that the Purchaser will lose the right to the aforementioned warranty if the use of the Products does not comply with the above criteria. The original warranty period shall apply to the individual components of the replaced or repaired Products.
Any repair or replacement carried out by the Seller shall never be intended as recognition of the existence and/or consistency of any claimed defects. Repairs may only be carried out provided that the Purchaser grants and allows Seller and its appointed technicians unrestricted access to the location where the Products have to be repaired.
The warranty for replaced or repaired parts expires on the same day as the expiry of the warranty under Article 9.1, in accordance with the preceding paragraph.
The Purchaser must report the lack of conformity or defect of the Products to the Seller, specifying the nature of the defect in detail in writing, within the following deadlines:
- within 8 calendar days of delivery of the Products in the case of apparent defects;
- within 8 calendar days of discovery in the case of hidden defects which become known after delivery and in any event within 12 months of delivery.
If the Purchaser fails to notify the Seller of the non-conformity/defect of the Product(s), the warranty referred to in this article shall not apply.
This warranty will not apply in the cases provided under articles 8.6 and 9.10, or if the Seller has requested the return of the defective part of the Product at its own expense and the Purchaser does not return said part within fifteen (15) calendar days of replacement.
9.5 In order for a claim to be admissible, the Purchaser must prove in writing the validity and effectiveness of the warranty, the correct storage, installation and use of the Products, as well as provide the Seller with adequate documentation proving the defects/non-conformity.
It is understood that any claims will not allow the Purchaser to suspend or delay payments to the Seller.
9.6 Repairs and any other intervention on the Products shall be carried out exclusively by the Seller or by technicians appointed by the Seller.
Any repairs and/or alteration of the Products made by the Purchaser will determine the forfeiture of the warranty.
9.7 Defective Products to be returned to the Seller for repair shall be transferred DDP (Delivery Duty Paid - Incoterms® 2020) to the Seller's premises and the Seller will return such Products to the Purchaser CPT Incoterms® 2020at the place specified in the Offer.
9.8 The warranty referred to in this article supersedes any and all warranties or liability provided for by law and excludes any other liability of the Seller arising from the Products supplied; in particular, the Purchaser shall not be entitled to make any further claims for damages, not even for production stoppage, damage to reputation, loss of goodwill. Upon expiration of the warranty, no claim may be made against the Seller.
9.9 In the event of any breach of Seller's obligations, all remedies available under applicable law shall be excluded, except for the remedies of repair and replacement referred to above. It follows that the Seller shall not be liable to pay compensation for any actual damage and/or loss of profit, whether direct, indirect and/or consequential, whether to property or persons. The Seller's liability shall also be excluded in
respect of any warranty obligations arising from laws or regulations in favour of the Purchaser, including any implied warranties for lack of conformity, merchantability and fitness for a particular purpose.
9.10 The use by the Purchaser of parts of the Products not manufactured and/or supplied by the Seller - and/or non-original spare parts - combined with the Products of the Seller will cause a complete forfeiture of the warranty.


10. (Use of the Products and limitation of liability)

10.1 Any use of the Products that deviates from the technical specifications indicated by the Seller or from the standards normally accepted by the EU market in relation to the type of Products must be agreed in advance with the Seller. Otherwise, the Seller will not be liable for the level of performance of the Products; in the aforementioned cases, the guarantee for defects and/or non-conformity of the Products is excluded as well.
10.2 The Purchaser shall obtain, at its own expense, all certifications and/or licences required by the laws and regulations of the country of the Purchaser and/or place of destination of the Products, in order to ensure that the Products and all their parts and components are fully compliant with the technical and safety standards and requirements applicable in such places and may be imported there. Purchaser shall indemnify and hold Seller harmless against the costs of obtaining such certificates and licences and against all liabilities and other legal consequences arising from the total or partial lack of such certificates and licences.
10.4 The Seller shall not be liable for any damages arising out of the use of the Products by the Purchaser.


11. (Confidentiality obligations)

11.1 Without prejudice to any further confidentiality obligations the Parties may enter into pursuant to specific non-disclosure agreements, each party undertakes to keep secret and confidential all information that should reasonably be considered confidential, including, but not limited to, technical and commercial data concerning the Products and their development, data concerning quality, performance tests, prices and commercial conditions applied, financial information, sales and marketing plans, lists of customers and suppliers until this information become public for reasons independent from the conduct of the parties.
11.2 The Purchaser undertakes to guarantee that no technical information will be shared towards third parties or disseminated without ARIA Sensing's written consent. The Purchaser shall not decompile, decompose, or do “reverse engineering", neither in whole or in part, of the Products. No compositional, structural or reverse analysis shall be made of any electronic circuits and/or PCB and/or device module and/or any design in any form (including schematics, diagrams, layout) in any of its parts and/or any material or sample provided by ARIA Sensing
without ARIA Sensing’s written permission. The Purchaser in any case shall not attempt to modify, reverse engineer, deconstruct or in any way determine the structure or composition or functioning of any of the materials or samples or designs received from ARIA Sensing.


12. (Force Majeure - Hardship)

12.1 The occurrence of an event or circumstance ("Force Majeure Event") which prevents a party from performing one or more of its contractual obligations shall constitute a Force Majeure Event if, and to the extent that, the party suffering the event ("Affected Party") proves
(a) that such impediment is beyond its reasonable control,
(b) that the event could not reasonably have been foreseen at the time of the conclusion of the Contract, and
(c) the effects of the impediment could not reasonably have been avoided or overcome by the Affected Party.
12.2 If a party is prevented from performing one or more of its obligations by the non-performance of a third party whose activity is necessary for the performance of the Contract (e.g. a strategic supplier who is in default of delivery), that party may rely on this clause and qualify as an Affected Party to the extent that the requirements of the preceding paragraph are satisfied in respect of both itself and the third party.
In the absence of evidence to the contrary, the following events shall be presumed to satisfy the requirements of the preceding paragraph of this clause:
(a) war (whether declared or not), hostilities, invasion, acts of a foreign enemy, extensive military mobilisation;
(b) civil war, riot, rebellion, revolution, military force or usurpation of power, insurrection, acts of terrorism, sabotage or piracy;
(c) currency or trade restrictions, embargo, sanctions;
(d) acts of authority, whether lawful or unlawful, compliance with laws or governmental orders, jus superveniens, and administrative acts of disqualification, including expropriation, confiscation of property, requisition, nationalisation;
(e) epidemic, pandemic, natural disaster or extreme natural phaenomena;
(f) explosion, fire, destruction of equipment, prolonged suspension of transport, telecommunications or power;
(g) generalised social conflicts, in particular boycotts, strikes and lock-outs, white strikes, occupation of factories and buildings.
The Parties agree that any change occurring at any time with respect to economic and market conditions, as well as currency fluctuations and the like, in the place of the Purchaser's domicile shall never represent and/or be construed as a Force Majeure Event or a cause of hardship in relation to the Purchaser's obligations to collect and pay the Products. The Affected Party shall notify the other without delay of the occurrence of the Force Majeure Event.
12.3 In the event that this clause applies, the Affected Party shall be released from its obligation to perform its contractual obligations, any liability for damages or other contractual remedy for non-performance. The other Party may at the same time suspend performance of its obligations, if any, as soon as it has received the notice referred to in Clause 12.2 from the Affected Party.
12.4 If the effect of the impediment or Force Majeure Event invoked is temporary, the consequences referred to in the preceding paragraph shall occur only to the extent and for as long as the impediment prevents the Affected Party from performing its contractual obligations. The Affected Party shall inform the other as soon as the impediment ceases to prevent the performance of its contractual obligations and - at the same time - resume the performance of the Contract.
12.5 The Affected Party shall take all appropriate measures to limit the effects of the event invoked on the performance of its contractual obligations. If the duration of the alleged impediment has the effect of substantially depriving one or both Parties of what they could reasonably expect under the Contract, either Party may terminate the Contract by giving notice to the other within a reasonable period. The Contract may be terminated by either party if the duration of the impediment caused by a Force Majeure Event exceeds 90 days.
10.6 Without prejudice to Clause 5.1 in relation to price adjustments, if the Seller proves that:
a) fulfilment of the delivery obligation or obligations ancillary thereto has become excessively onerous due to an event beyond his reasonable control which he could not reasonably have taken into account at the time of conclusion of the Contract (e.g. the manufacture of the Products has become excessively costly or unexpectedly time-consuming due to exceptional market conditions resulting from extraordinary events);
b) it could not have reasonably avoided the occurrence of such event or its consequences, the parties shall negotiate in good faith alternative contractual terms (e.g. postponement of the delivery period; variation of the price) which would maintain the balance of the economic conditions of the Contract. If the parties are unable to agree on alternative contract terms, the
Seller will be entitled to terminate the Contract.


13. (Privacy)

The Seller informs the Purchaser that he is the Data Controller and that his personal data will be collected and processed in accordance with the methods and criteria provided for by EU Regulation 2016/679 and subsequent amendments and additions. The provision of the requested data is indispensable for the signing of these GSC and their processing is lawful and necessary for the performance of the possible contractual relationship between the Parties regarding the supply of the Products, pursuant to art. 6 of Reg. REG 2016/679. It should also be noted that the aforementioned data will be processed on paper and/or by automated means and may be communicated to parent, subsidiary and associated companies, bodies, consortia, banks and associations operating in Italy and abroad. The Purchaser may at any time exercise the rights granted to him under Articles 15 et seq. of EU REG 2016/679. By signing these GSC, the Purchaser expresses his consent to the processing of his personal data.


14. (Exclusive jurisdiction)

Any dispute arising out of or in connection with the Contract shall be subject to the exclusive jurisdiction of the Court of Brescia (Italy);
notwithstanding the foregoing, the Seller shall always be entitled to act with the Court of the place of the Purchaser's domicile.


15. (Language - non assignment)

15.1 If the GSC and/or the Contract are drawn up in more than one language, the Italian version shall prevail.
15.2 The Contract may not be assigned by the Purchaser without the prior written consent of the Seller.