General Conditions of Sale for ERREGAME S.P.A – registered office Via Cesario Console, 3 - 80132 Napoli (NA)

1. Introduction
   
   • Commercial interactions between Erregame Spa (hereinafter, “Erregame”) and any professional customers shall be governed by the following conditions of sale, superseding any other agreement unless memorialised in writing; the placement of any online order shall, moreover, constitute full acceptance of the instant conditions. The contract shall be executed upon formal confirmation by Erregame of the order placed by the customer.
   • Erregame sells the following items to professional customers (hereinafter, “Customers”) exclusively: - hardware and software retailers; - system integrators; - software houses; - video game retailers; - photographic material retailers; - home appliance, TV, Hi-Fi, and photographic material retailers; - antenna installers; - car-alarm installers; - electricians; - stationery shops; - parties who, under applicable commercial law, are authorised (as reflected under the line for ACTIVITIES on their Chamber of Commerce Dossier) to sell IT products, electronics, consumer goods, supports, and audiovisual and/or photographic material.


2. Liability
   • Erregame shall not be held liable for any damage or loss, whether direct and/or indirect, arising from the sale of any products or services offered in the catalogue posted to www.erregame.com,, including for any delayed and/or omitted product delivery, nor for the products’ conformity with those technical specifications posted to the website, or for any other circumstance not directly attributable to the same.


3. Technical Specifications; Proper Software Use
   • The technical information found on www.erregame.com, is taken from information published by the manufacturers whose products appear in our catalogues. Consequently, Erregame reserves the right to amend/adjust the product technical and sizing information for any catalogue product if and when provided by the manufacturer, without any notice required. Should the products purchased from Erregame consist of a software license, or include software needed for their use, Customer shall, in respect of such software: - stipulate that such software may be used by the end user solely upon acceptance of, and in accordance with, the terms and conditions established for any manufacturer license, undertaking in that respect to refer the foregoing instructions to end users, noting that the product cannot be used without the software; - agree to refrain from copying, reproducing, translating, disassembling, or attempting to reverse engineer, appropriate and/or trace the source code, modify, or use it in any way or allow any third party to access such software, further undertaking, upon the retail sale of the same, to impose such duties on one's own customers. Customer agrees, should they fail to abide by the conditions set in the instant article, to hold Erregame harmless of all damages, costs, expenses, and charges which might arise from such breach of duty.


4. Orders
   • Orders shall only be accepted if sent in writing via fax/post/email (“non-IT channels”, meaning managed with the assistance of Erregame staff) or electronically (“online”). At the end of the order submission, Customer will receive an email confirmation of receipt, which will include an “order number”. Customer shall have the option to have the products delivered on a date different from (later than) the acceptance date; product availability will, however, only be guaranteed for forty-eight (48) hours.


5. Prices
   • The prices appearing in the price list posted to the website shall be deemed the suggested retail price (VAT excluded), gross of any discount granted to the same. The sales price is the one appearing in the order receipt confirmation. Should a discount not be specified, it will be noted in that same order receipt confirmation under “net sales price” to retailer - VAT excluded -. Prices and discounts are subject to change without notice, at any time. Erregame reserves the right to change prices without notice, at any time. Should a price mistake occur where the price shown is 50% (or more) less than the correct price and/or otherwise noticeably different and/or clearly erroneous for any reason (system error, human error, etc.), the order may be cancelled, even where it had initially been approved. In such cases, the product shall not be delivered unless Customer decides to move forward with the order, accepting the correct price for the same.


6. Product Availability
   • The “in stock” section of www.erregame.com, shows the quantities of product currently in stock at Erregame's warehouse. Because online orders change product availability in real time, Erregame cannot ensure that ordered products will be available until the order appears in the “track orders” area with the notation “processed”.


7. Transport, Risks, and Transfer of Title
   • Shipments shall be made through transport companies chosen by Erregame, or by another party on the latter's behalf, and shall be made FOB designated port, with the expenses charged back to Customer on the invoice. Products shall travel at Erregame's risk until they reach the delivery point identified by Customer, and more specifically until the enclosed document is signed by Customer (or Customer’s designee). Should any shipment sent FOB to a designated port be lost or stolen, Erregame undertakes to reimburse the full value of any undelivered products; product reorder shall be at Customer’s discretion. Should Customer request the option to select its own courier, shipment shall occur to the designated port, and the risk of loss (due to theft or loss) and/or wear and tear on the products shall transfer to Customer upon delivery to the courier at Erregame's warehouse. Shipments (unless otherwise agreed in writing inter partes) may be delivered anywhere in Italy approximately 24, 48, or 72 hours from the date of tender to the courier; transport shall be made by ground transportation, and deliveries shall be made during business hours: 8:30 a.m. - 12:30 p.m., and from 2 p.m. - 6 p.m., Monday-Friday (with the exception of any holiday). Upon delivery of the product, Customer shall verify the integrity of all parcels, and conformity (quantitative / qualitative) with the specifications appearing in the enclosed documentation. Should any non-conformities be found, these must be reported in the same enclosed document. A reservation of rights, stating specifically and in detail the non-conformities discovered, shall be included. Generic statements like “pending inspection” and “non-conforming merchandise” are unacceptable. The non-conformities must be confirmed within eight (8) calendar days via email to the applicable Erregame sales office. All products, including those in undamaged packaging, must be inspected within eight (8) days of receipt. Any latent defects arising from transport shall be reported in writing in a registered letter with advice of receipt to the courier, and a carbon copy to Erregame. Any report received after such deadline shall be void. Customer makes all statements at their own risk and liability.


8. Payments
   • Supplied products must be paid by credit card or irrevocable bank transfer (paid in advance and confirmed) unless otherwise agreed on a case-by-case basis in writing with Erregame. Erregame reserves the right, at is sole discretion, to toll processing on any product shipment, whether before or after accepting the order, where Customer “lacks credit worthiness” or is “insolvent” or “in litigation” or with a revocable or unconfirmed wire transfer.


9. Mandatory Cash-Flow Tracking – Art. 3 Law no. 136/2010
   • Erregame complies with the requirements of Art. 3 of Law no. 136/2010, as amended by Art. 8 and 9 of Law-Decree no. 187/2010 in order to ensure cash-flow tracking on goods and services provided to the public. If customer’s order involves in any way a transaction subject to Law no. 136/2010 (as subsequently amended), Customer shall discharge all statutory duties relating to the same, expressly noting the “CIG” (procurement contract number) or if required by law the “CUP” (unique project code) as well as all required identifiers for the Commissioning Client, cooperating fully with Erregame to ensure compliance with such statutory duties. Customer shall pay for any supplied merchandise solely with instruments allowing for complete transaction tracking as against Erregame, as required under the instant Article 10. Any breach of the instant article and/or the four provisions of Art. 3 of Law no. 136/2010 (as subsequently amended) shall cause the individual orders to terminate as a matter of law.


10. Order Cancellation
    • The Customer may request an order, or any portion of the same, be cancelled, whereupon Erregame may cancel the order at its discretion. The cancellation request (and acceptance of the same) shall be made using the online order-cancellation form.


11. What to Do upon Receipt of the Package
    • IMMEDIATELY CHECK THE PACKAGE FOR DAMAGE! If the package is damaged in any way, you may reject the delivery, or accept the package under an express reservation of rights. Note such reservation of rights on the proof of delivery, describing the issue found. Example: Acceptance under reservation of rights because the package appears to be damaged. In the “Notes” field, describe the damage (scratch, dent, etc.). The signature under a reservation of rights should be placed on the delivery sticker brought by the courier. A signature under a reservation of rights may likewise be placed using the courier's electronic tablet. A signature under reservation of rights is necessary in order to begin insurance-claim and return procedures
    • AFTER PACKAGE RETRIEVAL - IF THE PACKAGE IS DAMAGED: If the package is damaged, and the product is indeed ruined, and you have signed under a reservation of rights: Within eight (8) days of delivery, make a report via email to: n.barbato@erregamespa.it describing the incident, and attaching a photograph of reported product damage, along with courier-issued ticket on which the signature under reservation of rights appears.
    • AFTER PACKAGE RETRIEVAL - IF THE PACKAGE IS UNDAMAGED: If the package is undamaged, but the product inside is damaged: Within twenty-four (24) hours of delivery, make a report via email to g.munno@erregamespa.it describing the incident, and attaching at least seven (7) photographs (one of the reported product damage, and six of the six sides to the package)
    • WARNING: The product must be inspected; this type of damage report must be made prior to installing or using the product. Before the return may be processed, you must receive authorisation from the relevant department with instructions on how to proceed


12. Product Return
    • Requests to return any working product shall be at Erregame’s discretion. Please send an email to the sales office where the purchase was made, noting the reasons for the return, noting all billing and/or Transport Document identifiers. Such returns must be expressly authorised. The return must be shipped, with authorisation, within seven (7) business days from the date of product-return approval. The product must be in perfect working order, in the original packaging, and shipped FOB our warehouse. Note the Return Number on the document.
    • Returns of defective products must be requested via email to Erregame’s technical-support office, noting all billing and/or Transport Document identifiers. Such returns must be expressly authorised. Notice must be provided within eight (8) business days of purchase. A copy of a receipt (valid for tax purposes) must always be included. Once the product arrives, and after all technical and structural inspections have been conducted, the product will be replaced with a new product; alternatively, if no product is available, a note of credit will be issued. Notes of credit will be processed within the period set by contract, and may only be offset with credits for new purchases; on the other hand, off-sets using credits on open invoices (as of the time of the return) shall not be permitted.
    • All product shipments to be returned shall be made FOB; Otherwise, redelivery shall be to a designated port, if the product needs to be replaced.


13. Complaints
    • Any shipment errors or missing products must be reported in writing in the manner, and according to the deadlines, set forth in point 7.


14. Warranties
    • The purchase of any product from Erregame implicates full acceptance of the manufacturer’s warranties, which fall outside Erregame's discretion or control. Customer, therefore, stipulates that any products purchased are guaranteed by the manufacturer alone, at the conditions contemplated by the same. Consequently, Customer (all reservations of rights anticipatorily waived) accepts the methods of accessing such warranty as set by the manufacturer, including but not limited to a party other than Erregame managing such warranty.


15. Code of Ethics
    • Both Parties agree they are familiar with Legislative Decree no. 231/2001 (the “Decree”), and undertake to conform their conduct, for purposes of performance under the contract, to the standards of transparency and ethics established therein. Each Party states they have adopted and effectively implemented company procedures and codes of conduct apposite to prevent the commission of those crimes punishable under Legislative Decree no. 231/2001, and agrees to keep them in place throughout the contract term. Customer stipulates that Erregame has implemented a Code of Ethics and an Organisational Model pursuant to the principles contemplated under Legislative Decree no. 231/2001. The customer undertakes to abide by the principles and rules of behaviour contained and cited in the Code of Ethics, insofar as applicable. Any breach, whether full or partial, of such duty constitutes material breach of the duties under the instant general conditions which justifies the suspension of any single order, or in more severe cases, termination of the same (effective immediately) pursuant to Art. 1456 of the Civil Code, without prejudice to the right to seek damages at law, including but not limited to those arising from any fines levied on Erregame under the aforementioned Legislative Decree no. 231/2001. The list of crimes under Legislative Decree no. 231/2001 is exhaustive; however, it may be expanded hereafter. In such cases, the instant provision shall be automatically expanded to encompass all crimes punishable under the Decree as introduced hereafter.


16. Personal Data Processing
    • Pursuant to applicable data-protection law, Erregame, acting as Data Processor, undertakes to process such data solely for purposes of Order fulfilment throughout the commercial course of dealings between Customer and Erregame, and moreover as required by any statutory retention time, or any contractual duty as between Erregame and any of its suppliers of goods or services. Therefore, Erregame warrants: - to discharge all compliance in a scrupulous manner, including inter alia keeping a register on all data processed on Customer's behalf; - assist and cooperate with Customer to discharge any statutory duties incumbent on Customer with respect to personal data processed by Erregame on Customer’s behalf, including any technical and organisational measures needed to ensure the data subject might exercise his/her rights; implement and keep current all security measures intended to ensure the availability, security, and integrity of the data in question; -refrain from any use of, and erase, all data processed on Customer’s behalf at contract’s end, except insofar as required by law or any supplier contract; - immediately refer any request made to Erregame by a data subject to exercise a right or report a violation to Customer, without answering the data subject directly, unless otherwise instructed by Customer.


17. Amendments to these General Conditions
    • The general conditions stated herein may be subject to amendment without notice. Such amendments shall enter into effect once posted to www.erregame.com.


18. Applicable Law and Forum Selection
    • Any dispute arising regarding the validity, interpretation, efficacy, and performance of the foregoing Conditions of Sale shall be governed by applicable Italian law, provisions of the civil code in particular. The Parties expressly agree that any dispute shall be heard exclusively by the Court of Naples.


19. Express Approval pursuant to Art. 1341 and 1342 of the Civil Code
    • Pursuant to Art. 1341 and 1342 of the Civil Code, Customer agrees they have carefully read and understood the aforementioned general conditions of sale, and all points relating thereto, and after a second reading, they explicitly and specifically agree to the following articles: 2 - “Liability”; 3 - “Technical Information; Proper Software Use”; 4 - “Orders”; 5 - “Prices”; 6 - “Product Availability”; 7 - “Transport, Risks, and Transfer of Title”; 8 - “Payments”; 10 - “Order Cancellation”; 11 - “Product Return”; 12 - “Complaints”, 13 - “Warranties”; 16 - “Amendments to these General Conditions”; 17 - “Applicable Law and Forum Selection”.