SAUL SADOCH S.P.A. REX Prodotti Cartotecnici General Sales Conditions

a) All sales conducted by the company Saul Sadoch S.p.A. Rex Prodotti Cartotecnici, located in Via J. Ressel, 2/6 – 34018 San Dorligo della Valle, Trieste, Italy and referred to for brevity in the document as “Sadoch”, are governed by these general conditions of sale. For the purposes of this document, “Customer” means any natural or legal person who intends to place an order, in exchange for payment, of a product sold or manufactured by Sadoch
b) The general conditions refer to any relationship between Sadoch and the Customer, unless the parties have agreed otherwise for a specific case. In case of doubt, the only valid agreements are those stipulated in writing.
c) The general conditions prevail over the Customer’s terms of purchase, unless otherwise agreed in writing between the parties. The act of placing an order therefore implies that the Customer fully adheres to these general conditions of sale without reservations. In the absence of formal and written approval from the legal representative of Sadoch, Customers may not apply any specific condition or purchase term that conflicts with these general conditions of sale.
d) Failure by Sadoch to exercise its rights under the sales contract or these general conditions of sale does not in any way affect the validity of such right and may in no case be considered by the Customer as a waiver of said right by Sadoch.

a) Sadoch will only accept orders filled out in all parts. Orders received by Sadoch’s agents or brokers are final only after a written order confirmation has been issued. In the event of temporary unavailability of the products, Sadoch undertakes to inform the Customer. Any quote not followed by the Customer’s order is not considered binding for Sadoch.
b) The goods are supplied non-exclusively to the Customer by Sadoch who reserves the right to supply other Customers.
c) In the event of increases in raw materials exceeding 8% compared to those recorded on the date of order confirmation, Sadoch reserves the right to request, with 30 days’ notice before the expected delivery date, an adjustment of prices on current orders, which the Customer may accept or refuse, requesting to cancel the order.

a) Deliveries can only be made based on availability and based on the timing with which the orders were placed. The products ordered will be delivered whenever possible within the deadline indicated by the Customer at the time of the order or within a different deadline indicated by Sadoch.
b) The Customer acknowledges that the delivery terms are purely indicative, in no way essential and do not bind Sadoch in any way. The Customer cannot raise objections regarding the actual delivery date of the goods ordered, nor request the termination of the contract and/or compensation for damages resulting from delays that are generally considered accepted in practice. Unless otherwise specified by the Customer, Sadoch also reserves the right to deliver orders via partial deliveries.

a) Unless otherwise indicated by the Customer at the time of ordering, the goods will be delivered to the destination indicated in the order by means of a courier chosen by Sadoch. If the Customer requires specific equipment (such as a vehicle with a tailgate or hydraulic tail lift) or delivery by means such as a truck with a reduced load capacity, this must be communicated at the time of ordering and may involve additional transport costs. In the event that, at the time of unloading, different needs arise that were not specified in the order confirmation phase, Sadoch reserves the right to charge the costs to the Customer.
b) In the event of non-delivery, loss or delay due to an error or negligence on the part of the courier, it is up to the Customer to issue clear and specific reservations in the presence of the driver on the delivery note and on the transport documentation (duly dated and signed) and provide a copy to Sadoch within 3 (three) days of receipt thereof. Failure to do so will result in the revocation of the claim against Sadoch.
c) The acceptance by the Customer of the goods without issuing specific detailed reservations on the transport documentation implies that no subsequent claim can be made in relation to the delivery of such goods.

a) Sadoch will directly invoice the Customer upon each delivery of the ordered goods. The Customer must make payment for the ordered and delivered goods in the manner and terms defined and reported in the sales invoice or proforma invoice.
b) When the Customer’s total credit exceeds the amount of the authorized credit (or in the event that his credit insurance company has refused his credit), Sadoch has the right to ask the Customer to make an advance payment or other guarantees, in order to bring his credit within the authorized limits.
c) Any disputes that may arise between the Customer and Sadoch cannot in any case authorize the former to suspend the payment of other invoices or the undisputed part of the invoice involved in the complaint. In the event of late payment, Sadoch will have the right to request default interest at the rate indicated in Article 5 of Legislative Decree 231 of 09.10.2002 and subsequent amendments. Default interest will be applied automatically, without notice of default, from the expiry of the payment term indicated on the invoice pursuant to Article 1 of Legislative Decree 192 of 9/11/2012. Sadoch will also be entitled to reimbursement of expenses incurred, including legal fees, for the recovery of sums not paid promptly and for any additional damages suffered.

a) Sadoch, pursuant to Article 1461 of the Italian Civil Code, reserves the right to suspend the execution of commitments arising from existing contracts in the event of non-payment or late payment and whenever it is informed in any way of changes in the financial conditions of the Customer that may entail risks in relation to the fulfillment of the Customer’s commitments. If Sadoch decides to implement this precautionary measure, a timely notification will be sent to the Customer together with a request to provide explanations regarding the circumstances that compromise the Customer’s conditions and an adequate effective and/or personal guarantee. In the event that the Customer is unable to provide the required guarantee, Sadoch may withdraw from the contract with immediate effect upon simple written notification.

a) The risks relating to the goods, even in the case of sales transactions subject to free transport, follow the Incoterms 2022 terms agreed by the parties and specified in the order confirmation
b) Retention of ownership: pursuant to art. 1523, the transfer of goods referred to each sales order confirmed by Saul Sadoch S.p.a. Rex Prodotti Cartotecnici as per the previous articles 2 (Purchase Orders) and 5 (payment terms) is carried out with retention of ownership by Saul Sadoch S.p.a. Rex Prodotti Cartotecnici until full payment of the amount indicated in the invoice following the shipment and receipt of the goods

a) In the event of complaints relating to apparent defects or non-conformity of the products received or relating to the invoices issued, the Customer is required to send Sadoch a communication by email to sadoch@sadoch.it within 7 (seven) days of receiving the products concerned or the invoice issued and confirm with a registered letter with return receipt within 8 (eight) days of receiving the products concerned or the invoice issued. This notification must contain a detailed description, photos and any other documents useful for identifying the nature and extent of the defect in question, as well as a copy of the transport document and the invoice. Failure to comply with these conditions will leave Sadoch exempt from any obligation towards the Customer, who will be deemed to have accepted the products.
b) Products may be returned only after receiving express and prior approval from Sadoch following all necessary checks and according to the contractual terms.
c) Following the return of the products, once accepted by Sadoch, and their verification of quantity and quality, if Sadoch recognizes such product or part of it as non-compliant, it may agree to replace or repair the product or part of it by issuing a credit note equal to the quantity returned or replaced, excluding any compensation that the Customer may request.
d) Sadoch agrees to replace or repair a product or part free of charge if it recognizes such product or part as non-compliant.
e) Any defects or deterioration caused by natural wear and tear, external accidents or any other cause that does not fall under the direct responsibility of Sadoch are excluded from the terms of this warranty.

a) Every commitment is considered accepted unless there are impediments arising from force majeure, measures by state authorities and other events that cannot be prevented, eliminated or avoided, or circumstances over which Sadoch has no control. By way of example but not limited to, causes of force majeure include floods and droughts, power cuts, road closures, wars, fires, strikes, shortages of raw materials, pandemics, energy rationing. In the event of force majeure, Sadoch will have the right to consider the order closed or to complete the commitment as soon as possible after agreement with the Customer.
b) If the fulfillment of the contractual obligations is made difficult or impossible due to the circumstances referred to in Article 9.1., the obligation ceases to apply for the period in which its fulfillment is made difficult or impossible. During this time, Sadoch is exempt from fulfilling its obligations and from liability for damages due to failure to comply with the agreed obligations.
c) Sadoch is not liable for any delays in fulfilling its obligations or for failure to comply with obligations arising from the contractual relationship if this is caused by factors beyond the reasonable control of Sadoch and factors without fault or negligence, including but not limited to the failure to fulfill its obligations by the supplier, subcontractor, freight forwarder or seller.

a) For any dispute relating to the interpretation, application and execution of this contract, the parties shall refer to the Italian jurisdiction and the exclusive jurisdiction of the court of Trieste.

a) These General Conditions of Sale can be translated upon request into other languages. The Italian version will in any case prevail in the event of any dispute.

a) These General Conditions of Sale cancel and replace previous versions and are to be considered valid until updates to a later date. They are considered tacitly accepted unless otherwise agreed in writing between the parties.
b) Sadoch reserves the right to change, modify or integrate these Conditions of Sale by publishing them on its website www.sadoch.com.