General sales condition

All contracts for the sale of products and services by Sinergo Service S.r.l. to companies, with registered offices in the territory of the Italian Republic are governed by the clauses provided for in individual orders or order confirmation and for what is not provided for there, by these general conditions, which form an integral and substantial part of each proposal, order and order confirmation of purchase of products and services themselves. The supply of goods and services to companies, companies, bodies having their registered office abroad, will be governed by the individual contract.

Article 1 – Products and services

 The prices quoted by Sinergo Service S.r.l. and/or indicated in the price lists in use cancel and replace the previous ones. Sinergo Service S.r.l. reserves the right to increase sales and processing prices with the sole obligation to indicate to the buyer in writing in the proposal form or order confirmation the actual prices if they differ from the list. Except for specific agreements, the products are not provided for trial. The buyer is solely responsible for the choice of products and services ordered and the compliance and conformity of their characteristics to their needs. The right of rethinking is therefore expressly excluded.

Article 2 – Orders

 All purchase orders sent to Sinergo Service S.r.l. must be complete in all their parts and must contain all the elements necessary for the correct identification of the products and services ordered, their price, the date of delivery and the payment methods agreed in the negotiations. Each order sent to Sinergo ServiceS.r.l. constitutes a contractual proposal by the purchaser and will be binding on Sinergo Service S.r.l. only if accepted in writing by the same. If the order is not filled in on forms prepared by Sinergo but on forms of the buyer, this document will be equivalent to a proposal and the effectiveness of the contract is subject to receipt by Sinergo of the order form signed by the buyer complete with prices and delivery dates. Individual orders must be sent to Synergo Service S.r.l. exclusively in writing, including by fax and/or e-mail, and the relative order confirmation by Sinergo Service will be made in writing within and no later than approximately 10 days of receipt of the order. Telephone and verbal orders are not accepted. For invoicing purposes, the minimum order must be at least € 300.00 (excluding VAT).

 Article 3 – Delivery/execution

In the event of impediments due to force majeure such as, by way of example but not limited to, strikes, earthquakes, fires, floods, lack of motive power, lack or scarcity of raw materials, failures of production facilities of the seller, delays in the granting of authorizations by the authorities, which temporarily make it impossible or excessively expensive to deliver the product or perform the service, the terms indicated in the order confirmation will be extended for a period equal to the duration of the impediment. In this case, the purchaser will not be able to demand compensation or indemnification of any kind.

Deliveries and/or performance of the service will take place at the place indicated by the purchaser in the purchase order.

Deliveries will be made by means of a carrier or forwarding agent, with release effect for Sinergo Service at the time of delivery of the goods to the carrier and/or forwarding agent. Different delivery methods must be agreed in writing between the parties. By signing the D.D.T. without reservation, the products are deemed to have been received intact and accepted.

Article 4 – Payments

In the absence of a specific clause in the purchase order or order confirmation, payment must be made within 30 days of delivery of the goods or provision of the service.  If there are particular payment conditions regulated in the contract, in the order or in the order confirmation, in case of non-fulfilment of the payment terms, Sinergo Service S.r.l. reserves the right to suspend supplies or workings until the balance of the due amount has been paid.

Sinergo, also, in this circumstance, will have the right to request the advance payment of what is still to be supplied or made in derogation of what is provided for in the order confirmation and to maintain the suspension of processing and/or supplies until payment of the balance. Without prejudice to the provisions of art. 5 and 6 below, in the case of supplies or works already completely carried out by Sinergo Service S.r.l., failure to pay even a single instalment or part of the price will result in the forfeiture of the benefit of the term for the buyer with the consequent right of Sinergo Service S.r.l. to request payment of the entire residual amount and, if not delivered, to exercise the right of retention until the balance has been paid.

Article 5 – Retention of title

Sinergo Service S.r.l. reserves the ownership of the products delivered until the price has been paid in full. The buyer will take the necessary precautions to safeguard the reservation of title and, upon

request of Synergo Service S.r.l., will have to provide at its own expense and care for adequate insurance coverage of the products. The purchaser is forbidden to transfer ownership of the goods to third parties or to establish rights in rem to enjoy or guarantee the goods. In the event of seizure of the Products and services by third parties, the purchaser undertakes to inform the third-party seizer and the judicial officer of the existence of the reservation of title in favour of Synergy ServiceS.r.l..

In the event of sale of the goods before full payment of the price, the buyer is obliged to assign to Synergo Service S.r.l. the claim against the third party buyer to the extent of the residual price still to be paid, notifying the third party of the deed of transfer in the recommended form.

Article 6 – Termination clause

Pursuant to and for the purposes of Art. 1456 and, Sinergo Service S.r.l. may terminate the Sale and Purchase Agreements or, by giving written notice to the purchaser also by e-mail, in the event that the same is in breach of any of the obligations under this Agreement or in the event of: a) failure, partial or late payment of the fees due; b) insolvency, state of liquidation, enforcement proceedings or protests against the same; c) transfer of the contract to third parties without the consent of the seller; d) loss, theft, seizure, attachment and any act or charge prejudicial to the goods subject to retention of title; e) failure to comply with the obligations set out in Article. 5 of this contract.

The silence and acquiescence of Synergo Service S.r.l. in the event of one or more of the above conditions being fulfilled will only have the value of tolerance without any effect in favour of one and/or the other party. Termination of the contract releases the parties from their respective obligations, without prejudice to the right to compensation for damages in favour of Synergo Service S.r.l. The termination shall not have effect for the part of the contract that has been properly executed and therefore the Customer’s obligation to pay the amount due and not yet paid shall not be affected.

Article 7 – Product characteristics

The brands, illustrations, weights and all other elements indicated in the catalogue are merely examples and not binding for Sinergo Service S.r.l. The images in the catalogue are merely representative and indicative and do not bind Synergy Service S.r.l. in terms of design and colours.

Sinergo Service S.r.l. reserves the right to cease the marketing of any model of Product or to introduce models with changes, without being obliged to make such changes on the Products previously purchased.

Article 8 – Technical guarantees and complaints

The warranty, if not specified in specific contractual clauses, is that of the law. The purchaser loses the warranty in the event of tampering with mechanical and electrical parts of the products sold or repaired by Synergo Service S.r.l., misuse and negligence during loading and unloading or repair by third parties. Any complaints or objections regarding a single delivery of goods do not release the buyer from the obligation to collect and pay for the remaining quantity of goods already ordered.  It is the customer’s responsibility to check the goods at the time of delivery: any complaints must be made within 8 days of delivery by email or fax.

Article 9 – Returns Management

In the event of complaints received within the terms of the law about the presence of product defects, the customer is entitled to return the product under the following conditions:

• the customer is required to request authorisation in writing.
• Sinergo Service S.r.l. will authorize the return by written confirmation with specification of the reason for the return and the manner. Returns not made in accordance with the conditions indicated will not be accepted.
• Acceptance of an unauthorized return does not affect the acceptance of the complaint and has no effect.

In the event that the Sinergo Service S.r.l. technical department does not detect defects in the goods, or in the event that the malfunction is due to incorrect use by the customer, the costs relating to the analysis of the goods, handling of the file and transport will be borne by him.

Article 10 – Liability

Sinergo Service S.r.l., is exonerated from any responsibility for any damage to persons or things that may occur due to the use of the Products sold.

Article 11 – Jurisdiction and applicable law

For any dispute relating to the validity, effectiveness, interpretation, execution, termination of this contract and any additions thereto, including via the web, the parties agree to the exclusive jurisdiction of the Court of La Spezia with the express exclusion of any other forum. For anything not provided for in these general conditions, reference is made to Italian law, which will be the only applicable law.

Article 12 – Derogations and Heading

Any derogation and/or modification to these general conditions of sale must be made in writing under penalty of nullity. In the event of a conflict, the clauses contained in the orders, order confirmation or contracts entered into with the customer always prevail.