General Conditions of Sale

1. Definitions

In the context of these general terms and conditions of sale, the terms specified below with an initial capital letter have the following meanings:

Client(s) or Buyer(s): the entity/entities intending to purchase products manufactured by Sitep.

General Terms: terms about the conditions and methods by which Sitep sells Products to the Client.

Contract: the General Terms and the Order Confirmation, collectively considered.

Sitep or Seller: Sitep S.r.l.

Offer: the document containing the Client’s identification and administrative details, as well as the subject and economic terms of the sale, payment and invoicing methods, delivery terms and dates for the Products, and any other references and details as applicable, constituting a contractual proposal pursuant to Article 1326 of the Italian Civil Code.

Parties: Sitep and the Client.

Products: equipment and machinery of any kind and type manufactured by Sitep and sold under the Contract.

2. General provisions

2.1 These General Terms govern all sales concluded by Sitep with Clients, without the need for explicit reference to them within each individual Contract.

2.2 Any agreements deviating from these General Terms shall be binding on Sitep only if documented in writing.

2.3 These General Terms shall apply to sales concluded since October 24, 2024.

3. Object of the Contract

3.1 The object of the Contract is the sale of the Products described in the Order Confirmation, under the specific terms and conditions outlined therein.

4. Setup and Conclusion of the Contract

4.1 Following the Client’s expression of interest in concluding the Contract, Sitep will send the Buyer the duly signed Order Confirmation, which constitutes a contractual proposal pursuant to Article 1326 of the Italian Civil Code. This proposal remains valid for twenty (20) days from the date of transmission to the Client.

4.2 If the period referred to in Article 4.1 expires without the Client accepting the proposal within twenty (20) days, the proposal contained in the Order Confirmation shall be deemed automatically revoked and without any legal effect.

4.3 The Contract is concluded upon Sitep’s receipt of a deposit payment, which confirms the explicit acceptance of our terms, subject to the provisions of Article 4.2 above.

4.4 After the Contract is concluded, any Client requests to modify, in whole or in part, the Products that are the subject of the Contract will only be accepted if submitted in writing and at Sitep’s sole discretion.

4.5 If Sitep agrees to the Client’s request to modify the Products subject to the already concluded Contract, the Seller will issue a new Order Confirmation to the Buyer, which shall constitute a new contractual proposal pursuant to Article 1326 of the Italian Civil Code. This new proposal will remain valid for twenty (20) days from the date of transmission to the Client.

4.6 In the case referred to in Article 4.5 above, the provisions of Articles 4.2 and 4.3 shall apply mutatis mutandis. It is understood and agreed between the Parties that, upon Sitep’s receipt of the Order Confirmation referred to in Article 4.5, duly signed for acceptance by the Client, the obligations under the Contract shall be deemed novated pursuant to Article 1230 of the Italian Civil Code.

4.7 The equipment subject to the sale does not become the property of the Buyer until the full payment of the price, in accordance with Articles 1523 and following of the Italian Civil Code.

5. Right of withdrawal

5.1 Pursuant to Article 1373 of the Italian Civil Code, the Buyer has the right to withdraw from the Contract as long as Sitep has not begun the production process for the Products that are its subject.

5.2 The right of withdrawal must be exercised by the Client, under penalty of ineffectiveness, by registered mail with acknowledgment of receipt or certified email (PEC) sent to Sitep at the addresses indicated in Article 17.1 below.

5.3 In the event of exercising the right of withdrawal, the Client is obliged to pay Sitep, as a penalty pursuant to Article 1373 third paragraph of the Italian Civil Code, an amount equal to 40% of the total taxable amount shown on the Order Confirmation.

6. Prices, Payment Methods and Terms, Interest

6.1 The sales prices indicated in the Order Confirmation, unless otherwise agreed in writing between the Parties, are to be understood as Ex Works (i.e., with transport costs borne by the Client) and include the costs for standard packaging of the Products as defined in Article 9.1 below.

6.2 Payment for the Products, including any applicable bank collection fees (which are always borne by the Buyer), must be made by the Client in the manner and within the terms specified in the Order Confirmation.

6.3 The Client may not, for any reason or on any grounds, delay or suspend payments (pro-rata in the case of partial deliveries of separate items). If payment is agreed via bills of exchange or drafts, these must indicate Sitep Srl as the payee.

6.4 In the event of a delay in payment of the sales amounts beyond the deadlines indicated in the Order Confirmation, the Client is required to pay the Seller interest at the rate determined pursuant to Article 5 of Legislative Decree 231/2002, as applicable at the time, as well as any and all related expenses, including but not limited to banking and legal fees.

7. Products, Accessories, and Spare Parts

7.1 The entire range of Products available for sale by Sitep is published in the Seller’s catalogs/price lists and on the website (http://www.sitep.net).

7.2 The data and technical characteristics of the Products (e.g., weight, dimensions, etc.) as published are for informational purposes only, and Sitep does not guarantee their accuracy in any way.

7.3 During the execution of the Contract, Sitep reserves the right to make any changes and/or improvements to the Products that, in its sole discretion, may be deemed technically necessary or appropriate, provided that such changes do not alter the essential characteristics of the Products.

7.4 In the case referred to in Article 7.3 above, the Seller assumes no liability whatsoever towards the Client.

7.5 The provision of optional components, in addition to the standard equipment of each Product as specified in the documentation published pursuant to Article 7.1, must be indicated in the Order Confirmation.

7.6 Without prejudice to the terms of formation and conclusion of the Contract as specified in Article 4 of these General Terms, in relation to the sale of spare parts for the Products, the Client must provide the Seller in advance with the serial number of the equipment, as indicated on the label affixed to the back of each item. Only in exceptional cases and at its sole discretion, Sitep may agree to conclude the Contract for spare parts identified through photographic or video evidence. In such cases, if the sold component does not correspond to the one desired by the Client, the Seller assumes no responsibility and is not obliged to replace it.

7.7 It is understood between the Parties that, by way of derogation from Article 6.1 of these General Terms, if the Contract concerns the sale of spare parts with a total taxable cost of €80.00 or less, packaging costs shall be borne by the Client, and Sitep will apply a surcharge of €15.00 as an "order handling fee."

8. Testing and Use of Products

8.1 Each piece of equipment manufactured and sold by Sitep undergoes testing to verify its proper operation in accordance with the parameters specified in the documentation referred to in Article 7.1 and in the user manual provided with each Product.

8.2 Sitep assumes no liability for any use of the Products by the Client that does not comply with the operational parameters published as described above.

9. Product Packaging

9.1 The cost of standard packaging is included in the sales price of the Products as stated in Article 6.1 of these General Terms.

9.2 "Cage packaging" refers to custom-made packaging constructed with wooden planks separated by open spaces.

9.3 "Box packaging" refers to custom-made packaging with a fully enclosed wooden structure.

10. Transport and Delivery of Products

10.1 Without prejudice to the provisions of Article 6.1 of these General Terms, the delivery and shipment of Products under the Contract by Sitep will occur via one of the following alternative methods, as specified in the Order Confirmation:
a. Transport by the Seller's vehicle and delivery by Sitep directly to the Client.
b. Product pick-up at Sitep’s premises by a carrier or shipping agent chosen and appointed by the Client ("Freight Collect").
c. Delivery by Sitep through a carrier or shipping agent selected and appointed by Sitep ("Freight Prepaid with Chargeback").

10.2 In the cases referred to in letters b. and c. of Article 10.1 above, all expenses and risks associated with the shipment and delivery of Products shall be fully borne by the Client in accordance with Articles 1475 and 1510 of the Italian Civil Code. As a result, Sitep is released from liability upon the delivery of the Products to the shipping agent or carrier.

10.3 In the case referred to in letter c. of Article 10.1 above, the Client may not raise exceptions or disputes of any kind against Sitep regarding increases in transport costs that occur after the conclusion of the Contract and are attributable to the appointed carrier or shipping agent.

10.4 In the case of transporting Products in containers, Sitep will take photographic documentation at the time of delivery to the carrier or shipping agent to certify the exact correspondence between the Products listed in the Order Confirmation and those actually delivered, only if previously requested by the Client.

10.5 The delivery terms indicated in the Order Confirmation are to be considered entirely indicative and non-binding for the Seller.

10.6 Sitep shall not be held liable under Article 1218 of the Italian Civil Code for delays or failures to perform not attributable to its fault, arising, by way of example but not limited to, from strikes, interruptions in the supply of energy and services, severe weather events, machinery breakdowns, etc.

11. Warranty

11.1 Sitep provides the Client with a warranty covering defects and non-conformities in the Products under the Contract for a period of twelve months starting from the date of delivery.

11.2 To avoid forfeiture of the warranty, the Client must report apparent defects—those easily recognizable without a thorough examination, such as visible damages—within eight days of delivery.

11.3 To avoid forfeiture of the warranty, the Client must also report latent defects—those not easily identifiable through a superficial check—within eight days of their discovery and, in any case, no later than one year from the delivery date.

11.4 In both cases outlined in Articles 11.2 and 11.3 of these General Terms, the Client’s notification is valid only if made in writing and sent via registered mail, certified email (PEC), or email to the addresses specified in Article 17.1. The notification must include the serial number of the equipment (as indicated on the silver label on the back of the Product) and a detailed description of the components deemed defective.

11.5 Only in exceptional cases, and at its sole discretion, Sitep may accept warranty replacement of components identified through photographic or video evidence. However, in such instances, if the replacement component does not match the defective one, the Seller shall bear no liability and is not obliged to provide further replacements.

11.6 Defective components covered under the warranty will be replaced by the Seller free of charge under the conditions specified in Articles 11.7 and 11.8.

11.7 Upon notification submitted in accordance with Article 11.4, the Client must send the defective component, at their own expense and responsibility, to Sitep’s address as specified in Article 17.1. Following an inspection, if Sitep, at its sole discretion, confirms the reported defect, it will replace the defective component under warranty and cover the shipping costs. Otherwise, Sitep will return the non-defective component to the Client, who will bear the shipping costs.

11.8 As an exception and deviation from Article 11.7, if the Client urgently requires a replacement for the defective component, Sitep, at its sole discretion, may proceed with the warranty replacement under one of the following alternative arrangements: a. Sitep ships the replacement component to the Client at its own expense. Within fifteen days from the Client’s receipt of the new component, the Client must ship the defective component to Sitep at their own expense and responsibility. After inspection, if Sitep determines, at its sole discretion, that the defect does not exist, it will invoice the Client for the cost of the component and shipping expenses. b. Sitep ships the replacement component to the Client after receiving advance payment of the price and shipping costs from the Client. Within fifteen days from the Client’s receipt of the new component, the Client must ship the defective component to Sitep at their own expense and responsibility. If Sitep confirms, at its sole discretion, the existence of the reported defect, it will refund the Client for the cost of the component and shipping previously paid.

11.9 Replaced defective components under warranty become the property of Sitep.

11.10 It is understood between the Parties that the warranty applies exclusively to defective components, expressly excluding labor costs for their assembly and disassembly, which are always borne by the Client.

11.11 The warranty expressly excludes:
a. Defects or non-conformities in the Products resulting from improper or non-compliant use contrary to the instructions in the relevant user manuals and therefore not attributable to the Seller.
b. Defects or non-conformities in the Products caused by tampering or technical interventions not authorized by Sitep.

12. Exclusion of Sitep's liability

12.1 In addition to the other exclusions of liability of the Seller outlined in Articles 7.4, 7.6, 8.2, 10.3, and 11.5 of these General Terms, Sitep's liability is expressly excluded for any damages, whether economic or non-economic, directly or indirectly incurred by the Client or third parties as a result of defects, faults, or malfunctions in the Products or their components.

13. Post-sales Software Updates

13.1 During the product warranty period, Sitep may deem certain software updates necessary. These updates will be entirely free of charge and mandatory for the Client, provided the Client has completed the purchase of the machinery or is up to date with any instalment payments agreed upon during the contractual phase.

14. Obligations and Declarations of the Client

14.1 The Client declares that they are entering into this Contract within the scope of their entrepreneurial or professional activity and, therefore, the provisions of Legislative Decree 206/2005 protecting consumers do not apply to them.

14.2 The Client undertakes to notify the Seller of any changes to their personal information or contact details, including their email address. Any changes to the Client’s contact information or address provided in the Order Confirmation that are not communicated to Sitep cannot be enforced against the Seller.

15. Intellectual Property

15.1 The “Sitep” trademark is and remains the exclusive intellectual property of Sitep. The purchase of the Products does not entail any transfer of rights to this trademark, nor does it grant any license for its use to Clients.

15.2 Pursuant to and in accordance with Articles 20 of the Industrial Property Code and 2572 of the Civil Code, the Buyer is expressly prohibited from removing, modifying, or altering the trademark on the Products covered by this Contract in any way.

16. Final provisions

16.1 This Contract supersedes and replaces any prior understandings or agreements that may have been made between the Seller and the Client. No modifications, addenda, or clauses added to the Contract will be valid or enforceable between the Parties unless specifically and expressly approved in writing by both Parties.

16.2 The possible total or partial invalidity or unenforceability of one or more provisions of the Contract shall not affect the validity or enforceability of the other provisions, which shall remain fully valid and effective.

17. Communications

17.1 All communications from the Client relating to the Contract, including those concerning changes to their addresses and contact details, must be sent to: Sitep S.r.l., Viale Enzo Ferrari 6, 44019 Gualdo di Voghiera (FE), Italy, via registered letter with acknowledgment of receipt or to the email and PEC addresses: info@sitep.net and sitepsrl@pec.it.

18. Governing Law and Jurisdiction

18.1 This Contract is governed exclusively by Italian law.

18.2 For any disputes relating to the interpretation, execution, or termination of this Contract, the Court of Ferrara shall have exclusive jurisdiction, expressly excluding any alternative and/or concurrent jurisdiction.