General Supply Terms

1. Defintions
1.1 “Supplier” means the company belonging to Sogimi S.p.A. Group as specified in the Order Confirmation;
1.2 “Customer” means the individual or legal entity making the purchase;
1.3 “Parties” means the Supplier and the Customer, commonly mentioned;
1.4 “Order” means the request, even sent electronically, by the Customer for the goods for sale;
1.5 “Order Confirmation” means the acceptance of the Order prepared and sent by the Supplier to the Customer;
1.6 “Products” means the goods subject to supply, as described in the Order Confirmation or in the Order in case of execution of the same without prior communication of the Order Confirmation as specified in the following article 3;
1.7 “General Supply Terms and Conditions” means these general terms and any subsequent amendments and variations made by the Supplier and communicated to the Customer, also available on the Supplier’s website at the following address www.sogimi.com/condizioni-generali-vendita;
1.8 “Supply Contract” means the contract concluded between the Supplier and the Customer according to Article 3 below.
1.9 “Manufacturer” means the entity that manufactured the Product or a component thereof or supplied the raw materials used for manufacturing the Product.

2. Nature and Effectiveness of the General Supply Terms and Conditions
2.1 The following General Supply Terms and Conditions apply to all contractual relationships between the Supplier and the Customer concluded according to and for the effects of Article 3 below. They aim to establish the general terms and conditions that govern the supply of Products by the Supplier to the Customer.
2.2 The Supplier reserves the right to modify and/or vary the General Supply Terms and Conditions at any time, attaching such modifications and variations to the Order Confirmation or any written correspondence sent to the Customer.
2.3 These General Supply Terms and Conditions, as they may be subsequently modified and/or varied by the Supplier, shall be considered an integral and substantial part of each Order, Order Confirmation, and all documents related to the supply.
2.4 Any contractual terms and conditions differing from the General Supply Terms and Conditions that are attached, referenced, or added by the Customer shall have no validity whatsoever unless they have been expressly accepted in writing by the Supplier.

3. Order and Order Confirmation
3.1 The Customer’s Order must be in writing and will be deemed concluded by the Supplier when the Customer receives the written Order Confirmation from the same Supplier.
3.2 Should the Supplier, at its discretion, refuse part of the Order or modify the quantities of goods, this will be expressly indicated in the Order Confirmation. The Supply Contract will be deemed concluded at the moment the Supplier receives the Order Confirmation duly signed by the Customer for acceptance under the conditions and terms specified in the Order Confirmation. Any further modifications or additions requested by the Customer must be accepted in writing by the Supplier.
3.3 Despite the aforementioned, in the event that the Supplier executes the Order without first providing written notice of its Order Confirmation, the Supply Contract will be considered completed at the time and location where the Order execution begins for the goods, quantities, and delivery terms mentioned in the Order, in compliance with and as per Article 1327 of the Italian Civil Code.
3.4 During the execution of the Supply Contract, the Customer may request modifications from the Supplier regarding the quantity of the Products and their delivery times. This request will be assessed by the Supplier and, in case of refusal, the previous Order Confirmation will be confirmed. In case of acceptance, a new Order Confirmation will be sent to the Customer.
3.5 The Supplier reserves the right to make any changes to the Products that it deems appropriate without the obligation to provide prior notice to the Customer. Any characteristics and data found in catalogs and any documentation related to the Products are to be considered indicative and not binding for the Supplier.
3.6 The Order communicated to the Supplier cannot be revoked by the Customer, unless the Customer fully compensates the Supplier for any direct and indirect damages caused by the revocation, reimbursing any costs and expenses incurred.

4. Transport and delivery of Products
4.1 The delivery terms and Conditions indicated in the Order Confirmation or in the Order in the case of acceptance by execution from the pursuant as mandated in the previous clause 3.3, are always indicative and not binding for the Supplier.
4.2 Delivery – with the consequent transfer of risks to the Customer – is considered to be made on the date the goods are handed over to the first carrier or upon direct collection of the Products by the Customer at the Supplier’s premises.
4.3 The Supplier shall not be liable in any way for delays in the delivery of the Products due to causes not attributable to him, force majeure, or causes attributable to the competent Authorities or the carrier. All expenses, costs, or other charges that may be incurred due to such delays shall be the exclusive responsibility of the Customer, who shall not claim anything in this regard from the Supplier.
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4.4 In the event of failure to collect or the impossibility of delivering Products for reasons not attributable to the Supplier, if they remain in stock at the Supplier’s premises, the Customer, in addition to the value of the supply, will be required to pay the storage and administrative costs incurred by the Supplier, in addition to any costs charged levied by the carrier.

5. Force Majeure
5.1 Force majeure refers to any event that is beyond the control and conduct of the Supplier and that limits or limits its productivity to any extent (including but not limited to: strikes, natural causes, fires, floods, wars, accidents, explosions, partial or total failure of machinery and equipment used for the manufacturing of the Products, unavailability or limitations in the power supply, utilities, transportation, non-delivery or delayed delivery of raw materials or parts thereof by suppliers due to administrative measures or any other cause beyond the Supplier’s control, etc.).
5.2 Delays in the delivery of all or part of the Products due to force majeure will not result in any liability for the Supplier towards the Customer, and the delivery period will be extended for the entire duration of the impediment to delivery. If the force majeure event persists for more than 150 days, either Party shall have the right to terminate the supply contract by providing written notice to the other party with 10 days’ advance notice. Neither party shall be entitled to claim any damages or reimbursement of any costs or expenses incurred as a result of the termination due to force majeure. The customer shall remain responsible for all such costs and expenses in any event. In the event that the Supplier has already completed the manufacturing of some Products, the Customer shall pay the price for those Products if they are of use to the Customer.

6. Use of tools
6.1 Tools (e.g., dies) manufactured by the Supplier specifically for the Customer’s ordered Product shall remain the property of the Supplier. These tools are the result of specialized technical expertise and are essential for the activities covered by the Supply Contract. The Customer’s contribution towards these tools, which is part of the total supply price, is considered a fee for the setup and preparation of the tools. The tools will remain at the Supplier’s premises and will be made available to the Customer for the manufacturing of any future Orders placed with the Supplier for a period lasting no more than 5 years. After the aforementioned 5-year period, the Supplier may dispose of the tools unless otherwise agreed upon in writing by the Parties.

7. Prices
7.1 Product prices are indicated in the Order Confirmation or in the Order itself, in case of acceptance through execution pursuant to the preceding clause 3.3. Unless otherwise specified, prices are expressed in Euros, net of VAT, and include packaging suitable for shipping. If requested by the Customer or deemed necessary for the better transport of the Products, an additional contribution may be requested from the Customer for specific packaging.
7.2 It is understood that shipping costs, customs charges, duties, export taxes or fees, and similar charges, unless otherwise agreed upon in writing between the Parties, shall be borne exclusively by the Customer.

8. Payments
8.1 The Customer shall pay the price of the Products by bank transfer to the bank account indicated by the Supplier in the Order Confirmation and within the terms and conditions specified therein. If the Supplier proceeds with the Order without prior written communication of its Order Confirmation pursuant to Article 3.3, the payment terms shall be those specified in the invoice.
8.2 In case of late payments compared to the terms and conditions indicated in the Order Confirmation or, in their absence, within 30 days of receipt of the relative invoice by the Customer, the Customer shall pay default interest at the rate in force pursuant to Legislative Decree 231/2002 on the invoiced and unpaid amount. The interest rate, unless otherwise specified, shall be seven percentage points over the interest rate that the European Central Bank applied to its most recent refinancing transactions, as of the date of the payment’s due or last publication.
8.3 The Supplier shall have the right to suspend the fulfillment of pending orders until full payment of outstanding supplies. A payment delay exceeding 15 days from the due date of payment pursuant to Article 8.2 above shall, in any event entitle the Supplier to terminate the Supply Contract and any further contracts already entered into with the Customer but not yet performed, in addition to the right to claim damages.
8.4 Any delay in payments shall also cause the Customer to forfeit the right to any discount that may have been agreed upon for the individual Order.

9. Reservation of Ownership
9.1 The Parties agree that until the Supplier has received full payment for the Products supplied, such Products shall remain the property of the Supplier.
9.2 The Customer is therefore required to keep the supplied Products with the diligence of a custodian until full payment of the price and transfer of ownership. The Customer shall remain solely responsible for any risks of loss, theft, deterioration, and/or anything else that may happen to the goods once they have been delivered to the Customer, even if due to force majeure or fortuitous events, as well as for the costs of maintenance and repair thereof.
9.3 The reservation of ownership set forth in this clause shall not affect the transfer of risk pursuant to Article 4,2.

10. Product Warranty
10.1 The Supplier warrants that the Products supplied will comply with the technical specifications stated by the Manufacturer in the Product’s technical data sheet, which the Customer declares to know and accept.
10.2 The Supplier also warrants that the Products are free from defects, in accordance with and to the extent of the technical warranty provided by the Manufacturer and set forth in the technical warranty manuals in effect at the time of delivery of the Products, if any. This warranty shall be considered to replace any other warranty of any kind, whether express or implied, including all implied warranties of merchantability and fitness for a particular purpose, which the Supplier declares not to recognize unless expressly agreed upon in writing between the Parties.
10.3 The Supplier does not warrant that the Products will comply with particular specifications or technical characteristics or that they will be suitable for particular forms of use, with the exception of the characteristics expressly agreed upon in writing between the Parties. The supplier shall not, therefore, be held liable in any way for any damage or loss of profit incurred by the customer as a result of the use, failure to use, or installation of the products in other products.
10.4 The warranty shall not apply in any case, and by way of example, where the following are found:
shipping damage (scratches, dents, and similar)
; damage resulting from environmental, climatic, and other causes;
damage resulting from neglect, negligence, tampering, or inability to use by unauthorized personnel or the customer or the customer’s personnel;
and improper storage, preservation, and maintenance of the product.
– Improper use of the product; – Tampering or attempts to repair or modify the product.
delayed intervention to limit the consequences of any malfunctions in the product.
– Normal deterioration of the product resulting from its use;
– Improper or non-compliant storage times and methods, or methods not in accordance with the product’s spec sheet;.
10.5 Under the terms of the warranty mentioned in this Article, the Supplier undertakes to correct any flaw, poor quality, or nonconformity of the Products that can be attributed to it, within the parameters of the technical guarantee offered by the Manufacturer, occurring within a year of the Products’ delivery, as long as it is promptly notified in compliance with Article 11’s requirements. In case of defects, lack of quality or faults in the Products, the Supplier may choose to repair or replace the defective Products, at its discretion. Products replaced or repaired under warranty shall be subject to the same warranty for a period of six months from the date of repair or replacement. It is understood that the aforementioned warranty is comprehensive and replaces the warranties or liabilities provided for by law and excludes any other liability of the Supplier arising from the defective Products (e.g., damages, loss of profit, recall campaigns, etc.).

11. Claims regarding deliveries
11.1 The Customer is obliged to inspect the Products upon delivery before they are used or sold. Any complaints regarding the condition of the packaging, quantity, or external characteristics of the Products must be notified to the Supplier by registered mail with a return receipt or by certified email, under penalty of forfeiture, within eight days of delivery. Any complaints regarding defects that cannot be identified by diligent inspection upon receipt (hidden defects) must be notified to the Supplier by registered mail with a return receipt or by certified email, under penalty of forfeiture, within 8 days of the discovery of the defect and, in any case, no later than 12 months from delivery. The Supplier will not accept any claims relating to products already used by the Customer without taking into account the specific characteristics of the product and the intended processing systems, or any claims or disputes regarding specific applications not previously agreed upon in writing between the Parties.
11.2 Any discrepancies in the quantity of goods delivered compared to the Order shall not give rise to the right to terminate the Supply Contract or to suspend payments, but only to the integration of the supply with the missing Products.
11.3 Unless otherwise agreed, the Customer is willing to accept a quantitative tolerance on deliveries of 10% more or less than the quantity established in the Contract. A tolerance on dimensions of 10% for compact materials and 15% for expanded materials is also permitted.
11.4 The Customer commits not to use any Products that may be defective and to promptly report any disputes from third parties of which it becomes aware.
11.5 It is understood that any claims or disputes do not give the Customer the right to suspend or in any way delay payments for the Products subject to the dispute or for other supplies, and that any returns of goods shall be at the Customer’s expense.

12. Contractual Liability
12.1 Except in cases of willful misconduct or gross negligence, the Supplier shall not be liable for any damages to persons or property arising from the use of the supplied Product.
12.2 The Supplier’s liability shall in no event extend to indirect, unforeseeable, or consequential damages, regardless of the cause.

13. Termination
13.1 The Supplier reserves the right to terminate the Supply Contract, without the need for prior formal notice, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, in the following cases:
(i) The Customer fails to fulfill the obligation to pay for the Products and the payment delay exceeds 15 days from the due date of payment pursuant to Article 8.2;
(ii) A force majeure event persists that prevents the fulfillment of the Contract and lasts for more than 150 days pursuant to Article 5.2;
(iii) Events occur on the part of the Customer (such as, by way of example, liquidation, bankruptcy proceedings, etc.) that jeopardize its ability to fulfill its future obligations.
In any case, the Supplier’s right to claim compensation for any damages suffered shall remain unaffected.

14. Privacy and Processing of Personal Data
14.1 With reference to the Supplier’s processing of the Customer’s personal data or the personal data of the Customer’s personnel, it is understood that such data is collected and processed by the Supplier for contractual purposes and in accordance with the provisions of the applicable legislation within the framework of EU Regulation 2016/679.
14.2 The Supplier is the Data Controller of the personal data made available by the Customer in the context of the execution of the Contract in accordance with the applicable legislation and specifies that such data will be processed in accordance with the information on the processing of personal data that the Supplier makes available to the Customer by publishing it on the website at  www.sogimi.com/privacy-policy.
14.3 The Supplier undertakes not to disclose the aforementioned data to third parties and not to use it for any purpose other than that connected with the execution and management of the contract, in accordance with the contractually agreed purposes.
14.4 The Customer undertakes to keep confidential and not to disclose to third parties, unless strictly necessary for the legitimate use of the purchased Products, for the entire duration of the relationship and for a further five years from the delivery of the last supply of each Product, any information or technical data relating to the purchased Products, their operation or use, as well as any administrative or commercial information relating to the Supply Contract for the Products themselves (price, terms of payment, warranty, etc.).

15. Intellectual and Industrial Property Rights
15.1 The purchase of the Products and their direct or indirect use shall not give rise to the transfer to the Customer of any industrial or intellectual property to the Products sold, which shall remain the property of the Supplier.

16. Governing Law and Jurisdiction
16.1 Italian law will govern the interpretation and implementation of the General Supply Terms and Conditions and any future agreements between the Supplier and the Customer, with the Vienna Convention on the International Sale of Goods (CISG) specifically excluded.16.2 Any dispute, for any reason whatsoever, connected with the General Supply Conditions and/or the contract that will be concluded between the Supplier and the Customer that may arise between the parties shall be the exclusive jurisdiction of the court of the place of the Supplier’s registered office.

The Customer declares to specifically approve, pursuant to Articles 1341 and 1342 of the Italian Civil Code, the following articles: 2) Nature and Effectiveness of the General Supply Terms and Conditions; 3) Order – Confirmation of Order; 4) Transport and Delivery of Products; 5) Force Majeure; 6) Use of Tools; 7) Prices; 8) Payments; 9) Reservation of Ownership; 10) Product Warranties; 11) Claims regarding deliveries; 12) Contractual Liability 13) Termination 14) Privacy 15) Intellectual and Industrial Property 16) Governing Law and Jurisdiction

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