GENERAL TERMS AND CONDITIONS OF SALE

Application of the Terms
1.1 These General Terms and Conditions of Sale govern all relations between SI-EL s.r.l via Sansovino 217
10151 Turin (hereinafter referred to as “SI-EL”), in its capacity as distributor, and the Customer, unless expressly waived by special conditions accepted in writing by SI-EL.
Nature and use of products sold
2.1 The products sold by SI-EL must be used only and exclusively for the purposes indicated by the respective original manufacturers. The Customer must comply with the specifications of the manufacturer’s or supplier’s products.
2.2 The products sold by SI-EL have not been designed to be used in apparatus or systems intended to be surgically inserted into the human body, or that maintain or control life, in apparatus or systems intended for nuclear use.
2.3 The products are subject to the rights of third parties, such as, but not limited to, patents, copyrights and/or licenses; the Customer shall respect these rights.
2.4 The Client shall indemnify and hold harmless SI-EL and the manufacturer of the product, to the fullest extent permitted by law, from any liability, damage, charge or cost arising from the Client’s failure to comply with the provisions of this article.
Supply requests
3.1 Requests for supply are issued by the Client by e-mail, letter, fax or dedicated platform. SI-EL reserves the right not to accept telephone and/or verbal requests. Any particular clause or purchase condition contained in the supply request issued by the Client, which is contrary to these General Terms and Conditions of Sale, shall not be effective unless accepted in writing by SI-EL.
Conclusion of the contract
4.1 The offer issued by SI-EL, following the Client’s request, does not constitute a contract proposal within the meaning of art. 1326 of the Italian Civil Code and is therefore in no case binding for SI-EL, having a purely indicative nature on the availability to supply the products and on the relative prices. It is therefore subject to possible changes.
4.2 SI-EL shall, if it deems it so responsible, issue a written order confirmation for each order. Any information and/or data on the characteristics and/or technical specifications of the products contained in catalogues, price lists and/or similar documents shall not be binding on SI-EL.
Prices
5.1 Sales prices are exclusive of VAT and do not include taxes, duties, transport costs or other fees and commissions.
5.2 The prices indicated by SI-EL in the offer or in the order confirmation may be subject to change in the event of sudden and exceptional price increases made by the manufacturer in the face of changed market situations.
5.3 Any products found on the international free market may be subject to changes in price and actual availability at any time.
5.4 The Euro/US$ exchange rate applied to the sales prices will be exclusively that indicated in the order confirmation issued by SI-EL. Therefore, if, on the date of shipment of the material, the Euro/US$ exchange rate published by the Bank of Italy has changed, up or down, compared to the rate indicated above, the sale price will be adjusted up or down to an extent corresponding to the aforementioned change.
Delivery & Shipping
6.1 Unless otherwise agreed, SI-EL will deliver the products sold to contracted carriers; the products are sold with SI-EL warehouse returns. The risk of transport is borne entirely by the Client and the products will be delivered to the Client when they are delivered by SI-EL to the carrier or collected by the Client from SI-EL’s warehouse.
6.2 Delivery and shipping costs are borne by the Client.
6.3 The delivery terms provided by SI-EL are indicative and not essential. These terms are in any case subject to the actual availability and availability of the products from SI-EL’s suppliers and to the fact that the Client is up to date with the payment of any overdue amounts relating to previous supplies. SI-EL cannot be held responsible for any damage or any penalty resulting from a delayed delivery.
6.4 SI-EL also reserves the right to make partial deliveries with the consequent issuance of invoices to be paid within the agreed terms. If SI-EL delivers a smaller quantity of products than ordered, the Client is not released from the obligation to accept delivery and pay for the delivered products.
6.5 SI-EL reserves the right to deliver the products in advance of the scheduled date.
6.6 Any complaints or disputes on the products being sold do not entitle the Client to suspend, or in any case delay, payments.
6.7 If SI-EL processes the order after the delivery deadline, the Client shall not be entitled to request the termination of the contract, nor to make claims for damages and/or penalties.
Terms of payment
7.1 All invoices must be paid at SI-EL’s registered office in Turin, Via Sansovino, 217 within the terms and in the manner agreed, regardless of any anomalies that occur during the warranty period and the need for any testing. SI-EL reserves the right to issue bank receipts and/or drafts without this constituting an exception to paragraph 3) of art. 1182 of the Italian Civil Code.
7.2 Customers who place orders with SI-EL for the first time may be required to pay in cash or by cashier’s cheque when they pick up the products.

7.3 Any objections relating to invoices must be received by registered letter with acknowledgement of receipt to SI-EL within 8 days from the date of receipt of the same, otherwise they will not be taken into consideration and the invoices themselves will be considered accepted without any reservation.
7.4 Late payments will result in the charge of default interest at the rate referred to in Legislative Decree 231/2002.
7.5 No discounts may be applied unless expressly authorized by SI-EL.
The Client is not entitled to make any deduction of the established value (e.g. advance payment, or in case of alleged defects in the products), unless previously agreed in writing with SI-EL.
7.6 SI-EL, if it has reason to believe that the Client cannot and/or does not intend to pay for the products on the agreed deadline, may make the delivery of the products subject to the presentation of adequate payment guarantees.
Returning products
8.1 Any return of products must be authorized in advance in writing by SI-EL.
8.2 Returns will be accepted only if accompanied by the R.M.A. (Material Return Authorization) number. All returned products must be in original packaging and properly packaged. All returned products must be returned in the manner described in the R.M.A
8.3 Products found not to comply with the standard specifications and/or under the conditions set out in the previous point will be returned to the Client at the latter’s expense.
Suspension of deliveries and termination of contract
9.1 SI-EL reserves the right to suspend deliveries if the Client does not make even a single payment on the due date, or is in breach of other contracts or, in general, of any other obligation.
9.2 After the conclusion of each individual sales contract, if the Client’s economic and/or financial conditions change (e.g. as a result of the raising of promissory note protests, the existence of enforcement proceedings, voluntary or judicial liquidation, or in the event of non-payment or late payment), SI-EL, without prejudice to the provisions of the previous point, reserves the right to declare the Customer forfeited from the benefit of the term pursuant to Article 1186 of the Italian Civil Code and to terminate the individual contracts with immediate effect, also requesting immediate payment of the overdue and the invoices to expire, by registered letter with acknowledgment of receipt.
9.3 The payment terms indicated on the invoice are essential in favour of SI-EL and mandatory.
Canceling orders and rescheduling
10.1 Any cancellations of orders or reductions in quantity must be authorized in advance by SI-EL.
10.2 For orders with scheduled deliveries, the rescheduling of deliveries must be agreed in writing with SI-EL, which, in any case, at its sole discretion, reserves the right not to accept the Client’s request. In any case, the rescheduling of deliveries cannot take place unless at least 30 days in advance of the first useful deadline. In this case, SI-EL shall be entitled to charge an amount equal to 1% per month of the value of the unused products as reimbursement for the cost of immobilized material.
10.3 In any case, for orders relating to non-standard products, value added products (scheduled, custom, .. ), Last Buy Order products, obsolete products, leaded products, i.e. all those products that SI-EL classifies as “NCNR” or “Non-Cancellable and Non-Returnable” no request for cancellation, total or partial, for any reason may be accepted.

Execution
11.1 The execution, even partial, of an order by SI-EL or of any other service to the Client shall not be deemed to be, nor shall it be interpreted as, tacit or implicit acceptance of the Client’s contractual terms or conditions, unless they have been expressly signed by the legal representative of SI-EL.

11.2 SI-EL’s failure to object to any document, communication or action of the Client shall not be considered a waiver of a right or provision of these general terms and conditions.
Guarantee
12.1 The products sold by SI-EL are free from defects and are guaranteed for a period of twelve months from the date of delivery to the Customer. SI-EL will transfer to the Client the warranty it receives from the manufacturer.
12.2 The warranty is effective only in respect of the direct customer of SI-EL; any complaints submitted by third parties, including successors in title of SI-EL Customers, cannot be accepted.
12.3 SI-EL makes no other warranties, express or implied, such as warranties of merchantability, fitness for purpose or non-infringement.
12.4 Any defects or defects in the products must be reported to us in writing as soon as possible, and in any case no later than 8 days from the date of receipt of the products or from the date on which they were discovered if they are hidden defects.
12.5 In the event of ascertained and promptly reported defects, defects or lack of quality of the products, SI-EL shall be solely and exclusively required to replace, repair or re-credit, at its option, the defective products, with the exclusion, to the fullest extent permitted by law, of any other and further liability for damages, whether direct or indirect, that may occur, to the Customer or to third parties.
12.6 Samples, prototypes and products under development are delivered by SI-EL, and accepted by the Customer, as is and without warranty.
12.7 Since this is not a sale to the consumer, the provisions of Legislative Decree 06.09.2005 n. 206 do not apply.
Product Compliance and Information
13.1 SI-EL provides the Customers with product information as received from the product manufacturers; they do not form an integral part of the
Ownership of the products. The evidence of the conformity of the products therefore refers to what is declared by the manufacturer. SI-EL does not provide any warranty
on the accuracy or completeness of the product information and does not guarantee that the information made available to its Customers is up-to-date, accurate and complete; they may be subject to change at any time and are not to be considered as a substitute for the official information issued by the manufacturers of the goods marketed by SI-EL.
13.2 SI-EL advises the Client to always check all information about the products before using them or before acting in accordance with them. All product information is subject to change without notice.
13.3 Any liability of SI-EL for damages that may occur to Customers or third parties as a result of and as a result of product information is excluded.
Force majeure
14.1 SI-EL shall not be liable, except for gross negligence, for the non-performance of individual contracts and/or for any delay in the performance of its obligations and the Client shall not be entitled to request termination and/or compensation for damages, if this results from:
(a) causes not reasonably attributable to SI-EL itself,
b) the need to comply with laws, regulations, orders, acts or requests of governmental, administrative, civil or military authorities, or bodies dependent on them;
c) from the actions or omissions of the Client and/or from force majeure, such as, by way of example, fires, floods, bad weather, strikes or similar to demonstrations, lockouts, closures or modifications of the factory, embargoes, wars, civil unrest, delays or deficiencies in transport, impossibility of obtaining the delivery of the products by international suppliers, within the previously agreed times or for other similar causes.
Right of retention – Set-off
15.1 The Client shall not have the right of retention on the products supplied to him by SI-EL nor shall he be able to offset any counter-claims against SI-EL.
Confidentiality
16.1 The Client undertakes not to use and not to disclose, disclose and/or disseminate to third parties, either directly or indirectly, through an intermediary, entity or company, by any means and in any way, the objectively or subjectively confidential news and/or information of which it has become aware on the occasion of and/or in the fulfilment of the contractual relationship entered into and/or between SI-EL.
Data protection
17.1 Pursuant to and for the purposes of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation – GDPR), SI-EL guarantees that the personal data owned by the Customer being processed, will be kept and controlled, through the adoption of suitable and preventive security measures, in order to minimise, also in relation to the nature of the data and the specific characteristics of the processing, the risks of destruction, loss or disclosure, even accidental, of the data themselves, of unauthorised access or processing that is not permitted or does not comply with the purposes of the collection. SI-EL also guarantees that it has adopted the minimum security measures required by law. The Customer also declares to have received, understood and accepted the information pursuant to Article 13 of the GDPR.
Jurisdiction and Competent Court
These General Terms and Conditions of Sale, as well as the individual sales contracts between the Client and SI-EL are subject to Italian law; for any possible
dispute, the Court of Turin will have exclusive jurisdiction.

Changes
19.1 Any agreement derogating from and/or supplementing the text of these General Terms and Conditions of Sale shall not be valid unless formulated in writing and expressly approved by SI-EL.
19.2 Any nullity of one or more clauses of these General Terms and Conditions of Sale does not affect the validity of the same as a whole, which will therefore remain valid and effective.
Communications
20. 1 Any communication directed by one party to the other relating to these General Terms and Conditions of Sale must be sent in writing (by hand, by e-mail, fax or first class mail) to the registered office of each of the parties, where each of them elects its own domains.