CONTRACT FOR ON-LINE SALE

Supplier identification

The goods covered by this contract are offered for sale by. DVS S.r.l., in the person of its legal representative pro tempore, Mr. Denis Vigo, with registered office in Via Vasco de Gama 58/60, 36061 Bassano del Grappa (VI), tax code and p.i. 03133060248, registered with the Vicenza Chamber of Commerce under no. REA VI-301375 of the Company Register, hereinafter referred to as “Supplier”.

Article 1
Definitions

The expression “online sales contract” means the sales contract relating to the Supplier’s tangible movable property, entered into between the Supplier and the Buyer as part of a distance selling system using telematic tools organized by the Supplier.
The expression “Buyer” is to be understood as the buyer, intended as a natural person or legal person, who acts in the exercise of his business, commercial, craft or professional activity, or one of his intermediaries.
The term “Supplier” means DVS S.r.l., in the person of its pro tempore Legal Representative, Mr. Denis Vigo, with registered office in Via Via Vasco de Gama 58/60, 36061 Bassano del Grappa (VI), tax code and p.i. 03133060248.
The expression “Contractual Products” means the PCB samples in complete board processing and the samples of plastic parts, also in complete board processing, goods produced by the Supplier according to IPC Standard: IPC – A – 600 Latest Revision
– Class used 2, unless otherwise specified; IPC6012 Latest revision – Class used 2, unless otherwise specified; IPC – TM – 650; IPC – 5704 compliant with the ROHS Directive where applicable and unless otherwise specified; RoHS 3 compliance: EU Directive 2015/863; REACH compliance: 1907/2006 (CE).
The expression “Parties” means the Supplier and the Purchaser.

Article 2
Object of the contract

With this contract, respectively, the Supplier sells and the Purchaser remotely purchases, via telematic tools, the Contractual Products indicated and offered for sale on the website www.dvs-global.com.
The Supplier undertakes to produce the desired Contract Product according to the quantities and characteristics indicated by the Purchaser, who shall send the project and specific requests directly online to the Supplier. In the execution of the Contractual Product
requested, the Supplier will be directly and totally conditioned by the instructions received and summarized in the order confirmation from the Purchaser, without the possibility of checking and correcting any errors in the project supplied to him, since it is a mere execution. The supply contract is concluded through the exact compilation and the consent to the execution expressed through the “online” adhesion in the appropriate FORM. The Purchaser commits and undertakes, once the online order procedure has been completed, to print and keep this contract, which has already been viewed and accepted in its totality during the order procedure.
The Contractual Products referred to in the previous point, being conceived specifically for the Purchaser and customized according to the characteristics expressly indicated by the latter, cannot be identified or illustrated in detail on the web page: www.dvs-global.com, but in the a special online sales section of the site indicates the types of products that can be purchased and the accepted technical specifications.

Article 3
Method of signing the contract

The contract between the Supplier and the Purchaser is concluded exclusively through the Internet, through the Purchaser’s access to the address www.dvs-global.com, where, following the procedures indicated, the Purchaser will arrive at formalizing the proposal for the purchase of the Contractual Products referred to in point 2.1 of the previous article, by filling in the appropriate Form and ordering the mere execution of one’s own design in Gerber Type RS274X format. The place of conclusion of the contract always means the headquarters of the Supplier.
The purchase order formulated by the Purchaser is considered irrevocable until accepted or rejected by the Supplier. The contract is considered concluded when the order confirmation from the Supplier is received by the Purchaser.
Failure to comply with even one of the aforementioned agreements will lead, ipso jure, to the termination of this contract, with the consequent obligation of the Purchaser to pay compensation for direct and indirect damages suffered by the Supplier.

Article 4
Conclusion and effectiveness of the contract

Subject to compulsory account registration, with the choice of username and password by the user, the purchase contract is concluded by correctly completing the request form and the consent to the purchase expressed through the adhesion sent online, or with the compilation of the form/module attached to the online electronic catalog at www.dvs-global.com/ordini and subsequent submission of the form/module itself, again after viewing a printable order summary web page, in which the details of the originator and of the order, the technical characteristics of the Contract Product, the price of the Contract Product purchased, the shipping costs and any additional ancillary charges, the methods and terms of payment, the address where the The contractual product will be delivered, the methods of transport, the times of delivery.
Once the Purchaser receives an e-mail confirming registration and the link for confirming the data, he will, once he has accepted the purchase conditions of the Contractual Product ordered, upload the files containing the technical specifications of the Product Ordered contract.
The Supplier, having received the Purchaser’s regular order carried out according to the methods regulated by the previous clauses of this article, will send a confirmation e-mail, or display a web page confirming and summarizing the order, printable , which also contains the data referred to in the previous point.
Once the payment of the Contractual Product ordered according to the procedures regulated by art. 7 of this contract and chosen by the Purchaser, the latter will receive an e-mail from the Supplier confirming the collection of the amount paid, as well as confirmation of the production of the order.
The contract is not considered completed and effective between the Parties in the absence of what is expressly indicated in the previous points.
Failure to comply with even one of the aforementioned agreements will lead, ipso jure, to the termination of this contract, with the consequent obligation of the Purchaser to pay compensation for direct and indirect damages suffered by the Supplier.

Article 5
Confirmation and production process

Within the working day following receipt of the order confirmation from the Supplier, the order will be put into production and, therefore, the Purchaser will have 8 (eight) hours from receipt of the confirmation email, containing the order number order, to report any technical changes.
Once the production of the Contractual Product ordered has been completed, the Supplier will send the Purchaser an e-mail confirming shipment with the courier’s tracking number to trace the delivery.

Article 6
Prices

The sale prices of the Contract Products are punctually and in detail indicated in the online estimate phase, as the Purchaser proceeds with the choice of the technical characteristics, methods and delivery times of the Contract Products. The sale price, as determined, will be valid and guaranteed until the Buyer confirms the order of the Contractual Products.
The sales prices, referred to in the previous point, are inclusive of VAT and any other taxes, while they must be understood as net of any expenses or charges, which remain the responsibility of the Purchaser. Shipping costs and any ancillary charges (by way of a non-exhaustive example, customs clearance costs, etc.) must necessarily be indicated and calculated
in the purchase procedure before the Buyer sends the order and, also, contained in the order summary web page.
The price, to which the Parties expressly refer, for the purposes of this article, is that explicitly indicated in the order confirmation sent by the Purchaser.
Catalogs or other promotional material constitute only an indication of the type of Contractual Products and of the information, including technical, of the same, news and indications to be considered absolutely non-binding for the Supplier, given that they may vary without prior notice. If during the supply there should be increases in materials, labor or other cost elements, the Supplier remains entitled to adjust the prices starting from the dates on which such increases will take place.

Article 7
Terms of payment

Each payment by the Purchaser can only be made by means of one of the electronic methods indicated on the appropriate web page by the Supplier. For established customers of the Supplier, the conditions already in use for them and previously agreed with the Supplier apply.
In order to be considered valid, the payment must be made in euros, within the terms and according to the methods expressly indicated in the order confirmation referred to in clause 4.3., or in the sales invoice in the case of consolidated customers of the Supplier. Any payment made in a different way than the one agreed will not be considered valid by the Supplier. Any delay in payment will result in the charge of default interest, pursuant to and for the purposes of Legislative Decree 9 October 2002, n. 231.
All communications relating to payments take place on a special line of the Supplier protected by an encryption system. The Supplier guarantees the storage of this information with an additional level of security encryption and in compliance with the provisions of current legislation on the protection of personal data.
Payments cannot be suspended by the Purchaser for any title or reason; the Purchaser, therefore, is required to respect the deadlines and the agreed payment methods, without any reason or claim, even legitimate, or pending in court being opposed.
Failure to comply with even one of the aforementioned agreements will lead, ipso jure, to the termination of this contract, with the consequent obligation of the Purchaser to pay compensation for direct and indirect damages suffered by the Supplier.

Article 8
Method of delivery

8.1. The Supplier will deliver the selected and ordered products, in the manner chosen by the Purchaser, as confirmed in the order confirmation referred to in clause 4.3..
8.2 The delivery of the sold goods will take place EXW (Ex Works – Incoterms 2010) to the designated carrier or to the place established by the Purchaser. The delivery terms are intended for goods cleared through customs and with insurance and transport costs borne by the Purchaser up to the place established by the Purchaser, or until the delivery of the sold goods to the carrier designated by the Purchaser.
The transfer of ownership relating to the products sold, the consequent risks and transport and insurance costs will be transferred to the Purchaser at the time of delivery of the goods, carried out according to the conditions set forth in the previous paragraph.
The delivery date of the products is that indicated in the order confirmation referred to in clause 4.3. If the Purchaser refuses to receive the Contract Products made available in the aforementioned manner, the Supplier will in any case be entitled to payment of the price agreed, if not yet paid. In the event of failure to collect the products within 5 (five) days from the date of making them available, the Supplier has the right to deposit the Contract Products in a warehouse, at the Purchaser’s risk and expense. In the event of non-delivery, the goods will be taken to the courier’s depot, with the Purchaser being solely responsible for contacting the courier directly to agree with the same times and methods for collecting the goods. After 5 days of non-collection, the goods will be delivered according to the methods and times established by the courier. The Supplier, therefore, from the moment of the Contractual Products to the designated carrier, cannot, in any case and for any reason, be held responsible for non-delivery for reasons attributable to the customer.
The Supplier reserves the right to postpone the delivery terms, without being in any way obliged to pay any kind of indemnity or compensation in the following cases: a) causes of force majeure such as, by way of example, but not limited to, strikes, lack or insufficiency of energy, fire in the Supplier’s companies and/or any event not attributable to the latter; b) insufficiency, inaccuracies or delays by the Purchaser in the transmission of the information necessary for the execution of the order; c) any changes accepted by the Supplier after receipt of the order; d) difficulty in procurement of raw materials.

Article 9
Non-compliance and return reporting methods

Upon receipt of the products, the Purchaser will have 7 (seven) working days to report any obvious and immediately verifiable discrepancies (in quantity and technical specifications) with respect to what was ordered, by sending a specific e-mail to supportoclienti@dvs- global.com where the problems encountered will be described, also through the attachment of images.
The Supplier will collect, at its own expense, the defective Contract Product from the delivery address indicated by the Purchaser in the specific notification e-mail referred to in point 9.1..
The Supplier, if it finds the anomalies reported according to the methods indicated in the previous clauses, will remake the product free of charge, without any kind of economic reimbursement in favor of the Purchaser, given that the Purchaser hereby renounces any claim
compensation or indemnity. Otherwise, if the collected product does not present anomalies of any kind, the Supplier will charge the costs of collection and delivery to the Purchaser, returning the product after payment, if not yet done.
The Supplier, if the Contractual Product has been duly stored in the packaging specifically prepared by the Supplier and correctly stored (T: 12 – 26°C; RH:
40 – 75%), guarantees the finishes of the Contractual Product chosen by the Purchaser at the time of the order according to the following times: Immersion Silver for 6 (six) months, term to be counted starting from the production week indicated on the PCB; HASL Lead Free for 12 (twelve) months, term to be counted starting from the week of production indicated on the PCB; Eletrical Ni/Au for 6 (six) months, term to be counted starting from the week of production indicated on the PCB; Immersion Ni/Au for 6 (six) months, term to be counted starting from the week of production indicated on the PCB.
In any case, before proceeding with the assembly processes, which envisage the use of the Contractual Product, the Supplier recommends the Purchaser to carry out a baking test according to the IPC-1601 methods and a wettability test according to the IPC J-STD methods -003, if 4 (four) months have passed since the week of production of the Contractual Product.
The Supplier cannot be held responsible for the consequences deriving from a defective product, if the defect is due to the conformity of the product to an imperative legal rule or to a binding provision, or if the state of scientific and technical knowledge, at the moment in which the manufacturer put the product into circulation, it still did not allow the product to be considered defective.
No hypothesis of compensation will be due by the Supplier, if the damaged Purchaser has been aware of the defect in the product and of the danger, which derives from it and nevertheless has voluntarily exposed himself to it. In any case, the damaged Buyer must prove the defect, the damage and the causal connection between the defect and the damage.

Article 10
How to use the Contract Products

Given that the Contractual Product is the productive result of a detailed project sent to the Supplier by the Purchaser, the Supplier is hereby expressly exonerated from any kind of liability for damages, which the asset, in which the Product is inserted as a component Contractual, may cause people or things due to the improper use of the asset within which the Contractual Product or of the Contractual Product itself is assembled.
By signing this contract, the Buyer cannot claim any right to modify, alter or counterfeit the Contractual Product as supplied by the Supplier.
Illegal use, or, in general, inappropriate and inadequate use by the Purchaser of the material used by the Supplier for the production of the Contract Products or of the Contract Products themselves, exempts the Supplier from any kind of liability as of now, obliging the ‘Buyer to compensation for all damages, direct and indirect, possibly suffered by the Supplier as a result of this violation.
Failure to comply with even just one of the aforementioned agreements will lead, ipso jure, to the termination of this contract, with the consequent obligation to compensate the Purchaser for direct and indirect damages suffered by the Supplier.

Article 11
Safeguard clause

If as a result of force majeure the Supplier is obliged to interrupt its commitment, the execution of its obligations, deriving from the execution of this contract, will be suspended for as long as it will be impossible.
From the moment in which the impediment due to force majeure ceases, all the obligations of this contract will resume force for the entire remaining period of validity of the contract.
If the duration of the suspension is longer than 3 (three) months, the Parties agree that they will meet again in order to negotiate the contract amicably again.
Pursuant to this agreement, “force majeure” is considered to be all events, of whatever nature, which cannot be controlled both by one and the other of the Parties such as, merely by way of example, not exhausting the list of cases , strike or lock-out in the manufacturing or marketing industries of the contractual products, arrest or interruption of means of transport, whatever the cause, legal or regulatory provision affecting the production or marketing of the contractual products, modification of market conditions , in particular of the needs and requirements of customers, wars, riots, fires, natural disasters, etc..

Article 12
Limitations of Liability

In the event that the Supplier fails to execute the order within the time stipulated in the contract for reasons not attributable to him, he will not be liable to the Purchaser in any case and for any reason for direct and/or indirect damages and/or losses of any kind, however arising, regardless of whether or not the Supplier was aware of the fact, that such damages could be caused, including, in such damages and/or losses, by way of example, but not limited to, loss of earnings, profits, goodwill or customers, except as expressly provided for in point 9.3..
The Supplier cannot be held responsible towards the Purchaser, except in the case of willful misconduct or gross negligence, for disservices or malfunctions connected to the use of the Internet beyond its control or that of its subcontractors.
12.3 The Supplier will not be liable to the Purchaser for any fraudulent or illegal use, which may be made by third parties of credit cards and other means of payment, for the payment of the Contractual Products purchased, if it proves that it has adopted all possible precautions on the basis of the best science and experience of the moment and on the basis of ordinary diligence.

Article 13
Guarantees and methods of assistance

For the purposes of this contract, it is assumed that the Contract Products comply with the contract if, where pertinent, the following circumstances coexist: a) they are suitable for the use for which goods of the same type are normally used; b) conform to the description given by the Supplier; c) exhibit the usual quality and performance of goods of the same type, which the Purchaser can reasonably expect, taking into account the nature of the goods and, where appropriate, public statements on the specific characteristics of the goods made about them by the Supplier or by your agent or representative, particularly in advertising or on labelling; d) they are also suitable for the particular use desired by the Purchaser and which has been brought to the attention of the Supplier at the time of conclusion of the contract and which the Supplier has accepted also for conclusive facts.
Except as specifically established in clause 9.4, the Supplier is liable for any functional defect, which occurs within the term of 30 (thirty) days from delivery of the goods…
13.3 The Purchaser loses all rights if he does not notify the Supplier in writing, by certified e-mail, of the functional defect referred to in clause 13.2. within 15 days from the date on which the defect was discovered.
In the event of a functional defect, the Purchaser may request, exclusively and free of charge, the replacement of the purchased good. This request must be sent in writing, by certified e-mail, to the Supplier, who will indicate his willingness to process the request, or the reasons, which prevent him from doing so, within 7 (seven) working days from receipt. In the same communication, if the Supplier has accepted the Purchaser’s request, he must indicate the methods of shipment or return of the goods, as well as the deadline for the return or replacement of the defective goods.
Failure to comply with even one of the aforementioned agreements will lead, ipso jure, to the termination of this contract, with the consequent obligation of the Purchaser to pay compensation for direct and indirect damages suffered by the Supplier.

Article 14
Buyer’s obligations

The Purchaser undertakes to pay the price of the goods purchased within the times and according to the methods indicated in the contract.
Once the online purchase procedure has been completed, the Purchaser undertakes to print and keep this contract.
The information contained in this contract has, however, already been viewed and accepted by the Purchaser, who acknowledges it, as this step is made mandatory before the purchase confirmation.

Article 15
Reasons for termination

15.1. The Supplier may terminate this contract, without the need for a judicial decision, in the following cases:
violation by the Purchaser of the obligations assumed with the acceptance of clauses 3, 4, 7, 10 and 13, as of an essential nature, by express agreement and in any case in any case of non-fulfilment inherent in the execution of this contract and those expressly provided for by art. 1453 of the civil code;
submission of the Purchaser to insolvency proceedings.
15.2 In the event of termination of this contract due to violation of one of the stipulated clauses, the Purchaser undertakes, as of now, to pay full compensation for direct and indirect damages suffered by the Supplier.

Article 16
Previous Agreements – Amendments – Nullity

This contract fully replaces any previous agreement, even verbal, between the Parties on the subject matter of the contract.
Any agreements modifying the Contract must be concluded exclusively in writing.
The nullity of a particular clause of this contract will not result in the nullity of the whole contract, unless this clause is to be considered substantial, or it is of such importance, that the Parties (or the party for whose benefit this clause done), they would not have entered into the contract, if they had known that the clause had not been valid.

Article 17
Protection of confidentiality and processing of the Buyer’s data

The Supplier protects the privacy of its customers and guarantees that the processing of data complies with the provisions of the privacy legislation pursuant to Reg. (EU) 2016/679 and Legislative Decree 30 June 2003, n. 196 and subsequent amendments.
Personal, personal and fiscal data acquired directly and/or through third parties by the DVS Supplier
S.r.l. data controller, are collected and processed in paper, computer and/or telematic form, in relation to the processing methods, with the aim of registering the order and activating the procedures for the execution of this contract and the related necessary communications, in addition to the fulfillment of any legal obligations, as well as to allow effective management of commercial relations to the extent necessary to best perform the requested service (Article 6, paragraph 1, letter a), b), c ), EU Reg. 2016/679).
The Supplier undertakes to treat the data and information transmitted by the Purchaser confidentially and not to reveal them to unauthorized persons, nor to use them for purposes other than those for which they were collected or to transmit them to third parties. Such data may be disclosed only upon request by the Judicial Authority or other authorities authorized by law.
Personal data will be communicated, after signing a commitment to confidentiality of the data, only to subjects delegated to carry out the activities necessary for the execution of the stipulated contract, such as for example external data processors, or, depending on the case, independent owners, and communicated exclusively for this purpose.
The Purchaser enjoys the rights referred to in Reg. (EU) 2016/679, i.e. the right to obtain:
access to personal data (art. 15);
the rectification of inaccurate data or the integration if incomplete (art. 16);
the cancellation of data if they no longer correspond to the purposes for which they were collected, if the interested party has opposed the processing, if collected unlawfully and in any case in all other cases provided for by the regulation (Article 17);
the limitation of treatment (art. 18);
the attestation that the operations referred to in letters b), c) and d) have been brought to the attention of those to whom the data have been communicated or disseminated, except in the case in which this fulfillment proves impossible or involves the use of means manifestly disproportionate to the protected right;
data portability (art. 20).

The Purchaser has the right to oppose the processing of data at any time (art. 21).
Furthermore, the Purchaser has the right to lodge a complaint with the supervisory authority if he believes that there has been a data breach and has the right to revoke the consent given at any time, without prejudice to the lawfulness of the processing carried out before the revocation .
The communication of personal data by the Purchaser is a necessary condition for the correct and timely execution of this contract. Failing that, the Buyer’s request cannot be processed.
In any case, the acquired data will be kept for a period of time not exceeding that necessary for the purposes for which they were collected or subsequently processed. However, their removal will be done in a safe way.
The owner of the collection and processing of personal data is the Supplier, to whom the Purchaser may address any request at the company headquarters.
Anything sent to the Center’s postal address (even electronically) (requests, suggestions, ideas, information, materials, etc.) will not be considered confidential information or data, must not violate the rights of others and must contain valid information, not harmful to the rights of others and truthful, in any case the Center cannot be held responsible for the content of the messages themselves.
The Purchaser, by signing the appropriate information and consent form, declares to have been informed of all the elements required by art. 13, Reg (EU) 2016/679 and gives my consent that personal and company data will be processed in accordance with the law and possibly communicated to third parties and (or transferred to countries within the European Union or to third countries in particular to foreign subjects, including non-EU citizens), whose collaboration should be necessary.
The Purchaser expressly authorizes the Supplier to indicate in its advertising material, inserts, newspaper or magazine articles, the customer’s name as purchaser of the supplier’s products.

Article 18
How to store the contract

18.1. Pursuant to art. 12 of Legislative Decree 70/2003, the Supplier informs the Purchaser that each order sent is stored in digital / paper form on the server / at the Supplier’s headquarters according to confidentiality and security criteria.

Article 19
Communications and Complaints

19.1. Written communications directed to the Supplier and any complaints will be considered valid only if sent to the following certified email address: dvs-global@legalmail.it. In the registration form, the Purchaser indicates his residence or domicile, telephone number or certified e-mail address, to which he wishes communications from the Supplier to be sent.

Article 20
Applicable law and dispute settlement

This contract is regulated by the Italian law.
Any dispute, which may arise between the Parties regarding the interpretation or execution of this Agreement, must first be subject to an attempt at conciliation. The headquarters of the mediation will be Vicenza.
If the attempt at conciliation fails, the dispute, unless it falls within those matters for which the law expressly provides for the mandatory territorial jurisdiction, will be decided according to Italian law and will be devolved exclusively to the jurisdiction of the Court of Vicenza.
WITH SPECIFIC APPROVAL pursuant to and by effect of art. 1341 of the Civil Code, the Purchaser declares to have carefully read and to expressly approve the following clauses of this contract: art. 2 (Subject of the Contract); art. 3 (Contract stipulation method); art. 4 (Conclusion and Effectiveness of the Contract); art. 5 (Process of confirmation and production); art. 6 (Prices); art. 7 (Methods of payment); art. 8 (Methods of delivery); art. 9 (Method of reporting no
compliance and returns); art. 10 (Methods of execution of the Contractual Products); art. 11 (Safeguard clause); art. 12 (Limitation of liability); art. 13 (Guarantees and methods of assistance); art.
14 (Purchaser’s obligations); art. 15 (Causes for termination); art. 16 (Previous Agreements – Amendments – Nullity); art. 17 (Protection of confidentiality and processing of the Buyer’s data); art. 20 (Applicable law and settlement of the dispute).