General Terms and Conditions of Sale

SATI GROUP SPA – General Terms and Conditions of Sale

1. Application and validity

• • These terms and conditions of sale (the “General Conditions”) regulate all sales and deliveries of items (the “Products”) of Sati Group Spa (the “Seller”) to each customer indicated in each Product order received by the Seller (the “Orders” and each an “Order”), Seller’s customers who order the Products through one or more Orders regulated by these General Conditions (the “Purchaser” and, together with the Seller, the “Parties” as well as, individually, a “Party”), as well as the Products requested, are identifi ed in detail
    in each Order, provided that the Order is accepted by the Seller in accordance with the provisions below. It is explicitly understood that the General Conditions shall also regulate, unless otherwise indicated by the Seller, any supplement to each Order and any subsequent Order of Products and/or any past commercial relations of the Parties. In particular, these General Conditions cancel and replace any previous agreement between the Parties, both oral and written, and shall prevail over any commercial use or custom that may be followed or accepted by the Parties.
  • By accepting these General Conditions, the Purchaser expressly renounces the application of its own general and/or particular terms and conditions of purchase, which shall in any case be considered ineffective between the Parties, unless expressly accepted in writing by the Seller, without prejudice to the prevailing effectiveness of
    these General Conditions over the aforementioned general and particular terms and conditions of the Purchaser, unless otherwise agreed in writing between the Parties.
  • Any eventual waive of the Seller, also temporary, to rights as defi ned herein into General Conditions shall be not intended as a future waive to the application and/or validity of the contractual provisions provided in the General Conditions.
  • The Seller shall have the faculty to modify, add or change the contractual provisions of the General Conditions transmitting the amendments attached to its offers and/or to any written communication to be send to the Purchaser

2. Orders and acceptance

• • Each Order shall be unilaterally binding for the Purchaser.
  • Any contract of sale of the Products shall be executed only upon the reception by the Purchaser of the Seller’s confi rmation of Order. In particular, each Order (both oral and written) shall be executed by the Seller upon the issue and transmission to the Purchaser of the document of confi rmation of order of the Seller (“Confi rmation of
    Order”). The Purchaser shall sign for acceptance the Confi rmation of Order within 24 (twenty four) hours from the reception of the Confirmation of Order; in contrary case, the Confi rmation of Order shall be considered as definitely and tacitly approved by the Buyer and the Seller shall proceed to the supply of Products in compliance
    to the terms indicated in the Confi rmation of Order.
  • In case of partial acceptance by the Purchaser of the Confirmation of Order within the terms as indicated in previous art. 2.2., the Seller shall confi rm at its own discretion the proposals of amendment referred by the Purchaser upon the issue and transmission of a further Confirmation of Order which shall comply to the conditions agreed between the Parties and approved by the Seller.
  • If the Purchaser would not upload and accept the ordered Products after the issue of the Seller’s Confi rmation of Order, the Purchaser shall pay to the Seller an amount equal to the value of the materials and components necessary to consent the supply of the Products, the foregoing is without prejudice to any other remedies or claims
    for damages that Seller may have under applicable law.
  • In any case the Seller’s offers and price quotations shall not be binding for the Seller; in particular, the quantities, prices and delivery terms therein shall be discussed and agreed between the Parties by further negotiations.
  • It would be understood that any modifi cation and/or amendment to the Order – although proposed by Seller’s agents – shall not be binding for the Seller, who shall accept or reject at its own discretion these modifications or amendments without any prejudice to the original Order.
  • In any case – also after the issue of the Confi rmation of Order – the Seller shall terminate the Agreement at its sole discretion, if the Purchaser’s solvency guarantees or creditworthiness are no longer valid or are reduced or in any case if it is deemed not the case to fulfil the execution of the Agreement without any compensation and/or indemnity to be paid to the Purchaser.

3. Prices and payments

• • The prices of the Products shall be paid by the Purchaser in compliance to the terms and the expiry dates indicated in the Confirmation of Orders. The Parties expressly agree that the price of the Products indicated in the Confi rmation of Order shall not include fiscal duties and/or taxies.
  • In the event of missing payment or late payment with respect to the contractual deadlines, the Parties expressly agree that arrears interest shall be applied, calculated as a percentage pursuant to art. 5 from the date indicated in art. 4 of Italian Legislative Decree no. 231/2002.
  • Any payment of the prices executed to the Seller’s agents shall not exempt the Purchaser from payments due to the Seller, except in case of prior written authorization of the Seller.
  • The Parties mutually acknowledge that, in the event of delayed or missing payment by the Purchaser, even of a single instalment of the price relating to Products already delivered or ordered (depending on the case, in accordance with the provisions of the Confi rmation of Order of the Seller in relation to the payment terms), the Seller shall pretend the immediate payment of the price of the Products and have the right to terminate the Agreement in compliance to art. 1456 Italian Civil Code and/or have the right to suspend or cancel any other Orders of the Purchaser not yet fulfi lled or accepted by the Seller.

4. Terms and conditions of delivery

• • The Products shall be delivered in compliance to delivery terms indicated in the Confi rmation of Order and the Parties agree that the delivery terms therein shall be not peremptory but rather indicative. The Purchaser shall not cancel and/or pretend any compensation or indemnity in case of delay of the Seller delivering the Products.
  • The delivery conditions of the Products shall be indicated only in the Confirmation of Order.
  • Eventual preferences and suggestions of the Seller in reference to the carrier shall be intended as executed on behalf of the Purchaser without any responsibility of the Seller and/or cost to be paid from the Seller to the Purchaser

5. Inspection and acceptance of Products

• • At the moment of delivery of Products the Purchaser shall immediately control quantities and packaging of Products and the compliance of Products to the Confi rmation of Order. In particular, the Purchaser shall declare any defect and/or no conformity of the Products in the delivery note (“Declaration in Delivery Note”) at the moment of unloading of the Products at presence of the carrie.
  • In case of a Purchaser’s claim related to defects different from the defects indicated in previous art. 5.1. the Purchaser shall proceed in compliance to the following terms and conditions
  • the declaration of any eventual defect in reference to the quality and/or defect and/or no compliance of the Products shall be communicated by written with proof of reception of the communication within 8 (eight) working days from the date of delivery of the Products to the Purchaser
  • II) the declaration of eventual hidden defects, which shall be not identified during the inspection of the products at the date of delivery, shall be sent to the Seller within 8 working days from the discovery by written notice with proof of reception of the communication. In any case, the right of the Purchaser to propose any claim related to the delivered Products – included hidden defects – shall expire definitely after 12 (twelve) months from the delivery of the Products to the Purchaser;
  • III) The declaration of defects shall contain a detailed description of the defects and/or no conformity, the quantity of defects, the name of the carrier and photographic images of the defects;
  • IV) The Purchaser shall consent to the Seller to execute any verification of the defects communicated by the Purchaser, included inspection on the Products realized by qualified personnel of the Seller and/or authorized by the Seller.
  • In case of claim presented by the Purchaser within the term above indicated the Seller shall control the existence of the communicated defects and shall agree to withhold the Products and substitute them with complying Products at its own costs in compliance to its warehouses disposal. It would be understood that the Seller shall not pay any damage or compensation to the Purchaser and the Purchaser shall not suspend the payment of the Products for any reason.
  • The Seller shall not be obliged to accept return of Products, except different written agreement between the Parties. The return of Products by the Purchaser without prior written authorization of the Seller shall not consent the issue of any credit note and/or any further compensation from the Seller. In case of no authorization of the Seller any cost paid by the Purchaser for this reason shall be not reimbursed by the Seller.

6. Warranty

• • The Seller grants that delivered Products shall not have defects and shall comply to the technical schedules of the Products contained in the technical catalogues entered into force at the date of the Confirmation of Order, which shall be available in updated edition on the official website of the Seller (www.satigroup.it). It would be understood that the above mentioned catalogues shall be modifi ed by the Seller without any notice to the Purchaser
  • The Seller shall reject claims of the Purchaser in case of Products no complying to schedules and/or catalogues which would be not updated than whom available on the website www.satigroup.it.
  • The Seller shall grant only Products used in compliance to the instructions indicated in the technical schedules of the Seller. Any improper or incorrect use, deposit and maintenance of the Products shall be forbidden and it shall exclude any warranty by the Seller.
  • Any eventual modifi cation and/or substitution of components of the Products which shall be not prior approved by written by the Seller shall exclude any warranty of the Products by the Seller and any further legal liability (civil or penal) of the Seller.
  • The validity and duration of the warranty of Products shall be 12 (twelve) months from the date of installation and/or invoice of the Products in case of no certain date of installation, except differently specified by written in the Confirmation of Order.

7. Limitations of liability

• • Catalogues, price lists and/or any further promotional material of the Seller shall be not binding for the Seller. The Parties are aware that these documents shall supply to Purchaser indicative information on the characteristics or prices of the Products; in particular, the Seller shall be not liable in reference to eventual errors or omissions
    contained therein;
  • In case of defi nitive and verifi ed liability of the Seller in reference to the Products object of the Confi rmation of Order, any compensation or indemnity shall be limited in a maximum amount equal to the value of the defective Products indicated in the Confirmation of Order.

8. Intellectual property rights

• • The Purchaser shall be aware that this Agreement shall not give Purchaser any rights in respect of any Intellectual Property associated with the Products (trademarks, denominations and/or any further logo or sign distinguishing the Products), which shall be owned only and exclusively by the Seller and not modifi ed, copied and/or deleted for any reason by the Purchaser. The Seller shall use the above mentioned trademarks, logos, denominations and/or sign distinguishing the Products only for the resale and marketing of the Products to the customers; in any case the Seller shall authorize prior by written any use of them by the Purchaser.
  • All documents, designs, data and/or information related to use and know-how of the Products indicated in the Order (written or electronical) supplied to the Purchaser shall remain of exclusive property of the Seller and shall be consulted only by the Purchaser, who shall be aware that these documents, designs, data and/or information shall be indicative. The Purchaser shall not reproduce and/or copy the materials supplied by the Seller as above mentioned and the Purchaser shall agree not disclose these materials. The obligation herein in this art. 8.2. shall be fulfi l Purchaser and Purchaser’s personal and/or employees and/or agents with the purpose to protect any intellectual property rights and/or reserved information of the Seller connected to the Products and these
    materials.

9. Applicable law and jurisdiction

• • Regardless of the nationality, residence, domicile or registered office of the Purchaser, these General Conditions and all Orders shall be governed exclusively by Italian substantive law, with the exception of Italian private international law legislation. The Parties expressly exclude any application of the 1980 Vienna Convention on the
    international sale of goods.
  • The Court of Bologna shall have exclusive jurisdiction in relation to any dispute (including non-contractual matters) relating to, arising from or in any way referable to these General Conditions or to one or more Orders, without prejudice to the Seller’s right to refer to any other competent court (Italian or foreign) in order to take any action foreseen in such jurisdiction.