General terms of supply

1. These general terms and conditions of supply shall apply to any order, unless expressly waived in writing by the parties and accepted and confirmed in writing by Sacchi Elettronica sas di Sacchi Marco (hereinafter also referred to as Sacchi Elettronica).
2. Any verbal agreements, declarations or commitments made by agents, employees and officers of Sacchi Elettronica occurring before, during or after the acknowledgment of these conditions shall not be binding upon Sacchi Elettronica unless confirmed by the latter in writing.
3. Orders, in whatever form submitted by the customer, shall not be binding upon Sacchi Elettronica in any way, which may therefore refuse to accept them or accept them partially at its sole discretion or withdraw from them. In case of conflict between the customer’s purchase order and these terms and conditions of supply, the latter shall prevail unless Sacchi Elettronica expresses otherwise in writing, just as in case of discrepancy between the order and the relevant confirmation from Sacchi Elettronica, the latter shall prevail. Customer orders will be confirmed in writing and the order confirmation will be sent by post and/or fax and/or e-mail. After seven days from receipt of the confirmation, the order shall be deemed accepted by the customer and may not be modified or cancelled unless previously agreed and confirmed in writing.
4. Price lists, quotations, offers and prices may be subject to variations at any time at the sole discretion of Sacchi Elettronica, which shall immediately inform the customer who shall have the right to renegotiate the contract.
5. The prices indicated by Sacchi Elettronica are understood, unless otherwise indicated in the offer, as ex-works Sacchi Elettronica warehouse, net of taxes, transport costs, customs duties and other fiscal charges.
6. Product delivery terms, if agreed, refer to the date of taking charge by the carrier. Delivery terms shall in any case have a purely indicative value and any delays in product delivery shall not entail any liability for Sacchi Elettronica. The customer therefore may not impute to or claim from Sacchi Elettronica any compensation for damages suffered due to any delays in product delivery.
7. Products shall be delivered by Sacchi Elettronica to the place indicated by the customer and shown on the relevant transport document even if different from the customer’s registered office, who therefore hereby releases Sacchi Elettronica from any prejudice and damage suffered by the same resulting from the place of product delivery.
8. Force majeure, acts of God and all exceptional events that may prejudice the regular fulfillment of the order, such as delivery delays by Sacchi Elettronica’s suppliers, transport disruptions and manufacturing setbacks, labor disputes, lack of raw materials, energy, measures by state authorities as well as import and export restrictions, shall allow Sacchi Elettronica to extend delivery terms adequately or, if order fulfillment is compromised or made impossible, to withdraw totally or partially from the contract, without the customer’s right to any compensation. Sacchi Elettronica shall also have the right not to fulfill the order, even if confirmed, should the customer become insolvent with reference to other supplies or towards other suppliers, or if its asset guarantees have decreased.
9. In the event that no technical specification is provided by the customer and accepted by Sacchi Elettronica, when the same is necessary for order fulfillment, the specifications adopted shall be those indicated by Sacchi Elettronica.
10. Partial execution of the order by Sacchi Elettronica shall imply its acceptance limited to the product quantities included in the partial execution, without prejudice to Sacchi Elettronica’s right not to proceed with further partial executions of the same order, without any rights or claims arising therefrom for the customer or third parties.

Shipping

11. Product shipping shall be carried out according to EXW (Ex Works) – Incoterms 2020, unless otherwise agreed, at the complete expense and responsibility of the customer.

Complaints and claims for defects

12. Complaints for incorrect deliveries or claims for recognizable and manifest defects must be communicated to Sacchi Elettronica in writing within eight days of their discovery and must be noted on the transport document or other documents upon receipt of the goods. Failing this, the purchaser shall forfeit the related right, considering the mandatory nature of the term.

Warranty

13. The warranty on supplied products has a duration of twelve (12) months from the delivery date.
    13.1 In case of non-conformity defect or product malfunction attributable to manufacturing defects, Sacchi Elettronica’s liability shall be limited, at its sole discretion, exclusively to the repair or replacement of the defective product, with express exclusion of any other remedy, claim or action.
    13.2 Any further form of compensation or indemnity in favor of the customer is expressly excluded, including, by way of example and not limited to: a) direct, indirect, consequential or incidental damages; b) loss of earnings and loss of profit; c) damages from plant shutdown or interruption of production activity; d) damages from non-use or delayed use of the product; e) loss of data or information.
14. The following are expressly excluded from the warranty referred to in the previous article:
    a) damage and malfunctions resulting from improper, incorrect or non-compliant use with respect to the indications and methods of use specified by the manufacturer;
    b) damage and breakdowns caused by negligence, carelessness, tampering, disassembly or incorrect installation and use by the customer or unauthorized third parties;
    c) defects and alterations attributable to abnormal or inadequate environmental or climatic conditions with respect to the product’s technical specifications.

Retention of title

15. In case of initiatives by third parties on products subject to retention of title, and in particular regarding attachments and seizures, Sacchi Elettronica must be immediately informed.
16. In case of non-payment in full or partial of supplies by the customer, by the due date, Sacchi Elettronica may regain possession of the delivered products, upon simple request. Notwithstanding the above, the customer is responsible for any damage and loss occurring after delivery even if due to acts of God, force majeure or other events not attributable to the customer.

Payments

17. Payments shall be made according to the conditions agreed between Sacchi Elettronica and the customer and indicated in the order confirmation; in all other cases, the standard payment is upon receipt of invoice.
18. In case of non-payment or delayed payment of any amount due for any reason to Sacchi Elettronica, default interest shall accrue from the moment of non-payment at the fixed annual rate of 10.00%, without need for notice or formal notice of default by Sacchi Elettronica and without prejudice to compensation for any greater damage.
19. Sacchi Elettronica shall have the right to refuse or suspend supplies in case of the buyer’s default for any amount owed or if its financial/economic situation deteriorates after the conclusion of the contract or if its asset guarantees have decreased.
20. The purchaser waives the right to offset against Sacchi Elettronica its possible credits unless after full payment of its debts to the latter.
21. In case of non-payment by the purchaser at the respective deadlines of even a single part of the consideration for supplies, the latter shall automatically forfeit the benefit of the term for amounts not yet due and must therefore provide for immediate full payment of its debt for principal, interest and expenses.

Assignment of credit

22. Sacchi Elettronica may use Factoring or Credit companies for possible assignment of receivables.

Express termination clause

23. The sales contract may be terminated as of right in accordance with the provisions of art. 1456 of the Civil Code if the purchaser:

• suspends, in whole or in part, the payment of any sum due to Sacchi Elettronica in relation to supplies made in its favor;
• refuses to collect the goods;
• discloses to third parties information and data relating to commercial relations with Sacchi Elettronica;
• is subject to insolvency proceedings, none excluded, and if protest acts have been levied against it or if movable, immovable or third party enforcement proceedings are pending;
• its asset guarantees placed to protect the satisfaction of Sacchi Elettronica’s credit claims have decreased;
• has become untraceable;
• changes have occurred in its corporate structure;
• refuses, if requested, to provide Sacchi Elettronica with personal and real guarantees. In case of contract termination, the purchaser, in addition to having to pay Sacchi Elettronica in full what is due, must compensate for any damages suffered.

Grounds for withdrawal

24. Regardless of the clauses in the previous point, Sacchi Elettronica may in any case withdraw from the contract, without any obligation to provide reasons, with 30 days’ notice from the delivery date, without the customer being able to impute to or claim from Sacchi Elettronica any compensation for damages suffered due to any delays in product delivery.
25. In the event that Sacchi Elettronica uses credit insurance companies, Sacchi Elettronica reserves the right to withdraw from the contract and/or suspend and/or interrupt supplies when any financial difficulties of the customer are expressly declared by the credit insurance company in writing.

Stock-inventory

26. Should the customer request, in writing, a stock of goods defined in terms, model and quantity, exclusively dedicated to the customer, in case of termination of the sales contract, the customer shall be required to collect all the stock in warehouse in a single solution under the agreed conditions.

Confidentiality

27. For the entire duration of the sales contract, the parties undertake to keep confidential all confidential information that has come to their knowledge during the same.

Personal data processing

28. Pursuant to Legislative Decree 196/2003, the purchaser authorizes Sacchi Elettronica to use and process its personal data, declaring from now to be aware and to have been informed of the purposes and methods of processing, the optional nature of their provision and that it may legitimately oppose their processing by Sacchi Elettronica. The purchaser also declares to have been informed, pursuant to art. 7 of Legislative Decree 196/2003, that the same holds the rights provided by the aforementioned last rule and the methods for their exercise. The purchaser authorizes Sacchi Elettronica to communicate its personal data to companies controlled and affiliated by the same for statistical, commercial, marketing purposes, credit protection, credit management and assignment, through consultation, processing, comparison, interconnection, and communication of the same for credit protection purposes and always within the scope and limited to the purposes and provisions contained in this contract. See also website: www.sacchielettronica.it (Privacy).

Jurisdiction

29. For any dispute arising from supply relationships governed by these general conditions or otherwise connected with them, the judicial authority of the Court of Lecco shall have exclusive jurisdiction with express, mutual exclusion of any other possibly concurrent or alternative court.