GENERAL CONDITIONS OF SALE

These General Terms and Conditions of Sale (“General Terms and Conditions”) regulate and define the terms and conditions of the supply of products and services of S.I.P.R.E.S. S.r.l. with registered office in Limena 35010 (PD) [Padua], Via Del Santo 219, VAT No. 01406390284, (“Sipres”), and come into effect on 01.01.2024. These General Conditions apply i) for sales of Sipres' products in Italy and abroad and ii) for sales of private label products insofar as they are compatible with the terms and conditions set forth in the specific commercial offer dedicated by Sipres to the Customer. These Terms and Conditions shall be binding upon and in effect for each of the parties and their respective affiliates, related entities, successors and permitted assigns; Customer - except with the prior written consent of Sipres may not assign or transfer any of its rights or obligations under them.
1. Contract formation. 
1.1 Orders sent by Customers to Sipres are not binding for the latter until they are confirmed by Sipres itself. The purchase order transmitted by the Customer has, in fact, the value of a contractual proposal and is considered accepted by Sipres with the sending to the Customer (to the e-mail address indicated by the latter in the order itself) of an e-mail confirming the order, which will contain the link to the text of these General Conditions, the summary of the order placed and the description of the characteristics of the products ordered. Each purchase contract shall be deemed concluded when the Customer receives the confirmation of the order from Sipres, via e-mail. 
1.2 The Customer is aware that the confirmed order determines by Sipres the timely order of raw materials and consumables necessary for the production of the products ordered by the Customer. In this sense, the purchase contract concluded pursuant to Article 1.1. above shall be considered final, non-revocable and non-modifiable, and will therefore still give rise to the full charge to the Customer of what was ordered under the contractually agreed terms. 
1.3 Any non-compliance and/or behavior that differs from what is set forth in these General Conditions, even if tolerated or not contested by Sipres, shall not constitute waivers of these conditions, nor precedents to be referred to, nor shall they be interpreted as tacit acceptance of the non-compliance. 
1.4 Sipres reserves the right to make changes and/or additions to these General Conditions, which shall be considered validly notified, taking immediate effect, from the day of their publication on the website https://sipresitalia.it/en/general-conditions-sale. The issuance of a purchase order by the Customer, however placed, implies his/her full adherence to these General Conditions of Sale. 
2. Method and time of delivery and acceptance. 
2.1 The delivery and/or shipping terms indicated in the orders and/or in any other document are merely estimates and therefore have an indicative value. Consequently, the Customer may not claim compensation for damages, a reduction in price, or termination of the contract in the event of non-compliance with the terms stated in each order. Sipres shall not, in any case, be liable i) for any damages, including general, incidental, consequential, or other damages, arising from delivery delays, or for the failure to notify of such delays (such delays shall not be grounds for cancellation) and - without limiting the foregoing - ii) for delays (or any other breach) caused by or in any way resulting from fires, floods, accidents, civil unrest, force majeure, wars, embargoes, strikes, shortages of raw materials or supplies, or any other cause (whether or not such cause is similar in nature to any of those specified above) beyond its reasonable control. Sipres shall have the right to deliver the products before any agreed delivery date, and the time of delivery shall not be of the essence. Unless otherwise agreed in writing, once Sipres has started the production of customized or non-stock products, the Customer may not request to postpone the delivery of such products beyond the approximate shipping date established in the order or as otherwise agreed. In the case of periodic shipments, Sipres is authorized to ship according to the indicated frequency unless otherwise notified by the Customer at least five days before the shipment. If the ordered products are collected by the Customer, the goods travel at the Customer's own risk. 
2.2 In case of partial execution of the order, due to unavailability, even temporary, of the product, Sipres will ship the remaining part of the order as soon as it is available. The products ordered by the Customer will be delivered to the address stated in the “order confirmation” form. If the delivery is not successful due to the Customer's absence, the Customer will be charged for the cost of storage and re-delivery. For products with ex works delivery, the Customer must proceed with the withdrawal no later than 3 working days after Sipres' communication of “goods readiness”; in default, the Customer will be charged for storage costs until the withdrawal is made. 
2.3 Should the wrapping or packaging of the products ordered by the Customer be obviously damaged, the Customer is invited to refuse the delivery by the carrier/shipper, indicating in the delivery form the wording “refusal due to damaged packaging” or, alternatively, to accept the delivery with reservation, specifying in the delivery form “acceptance with reservation due to damaged packaging.” A copy of the delivery form with the indicated wording shall be sent on the same working day to qualità@sipresitalia.it. In the event of failure to indicate the aforementioned wording in the delivery form, rejection of the goods shall be deemed unjustified, resulting in the application of Article 4 of these General Conditions. 
2.4. The Customer is obliged to accept the quantity supplied up to a difference of five percent (5%) more or less than the quantity ordered as per the following schedule. 
3. Product changes. 
3.1 Any changes to the products (to be understood in the broadest sense, from the formula, to the request for tests not previously agreed upon, to consumables, to graphics) will, if subsequent to the order confirmation of the same, result in the cancellation of the previously issued order confirmation whose delivery date will therefore no longer be maintained, but will have to be rescheduled. 
4. Materials or raw materials supplied or selected by the Customer. 
4.1. If materials or raw materials to be used in the production process are supplied by Customer, Customer undertakes to guarantee their quality and conformity to Sipres' production requirements, as well as punctual delivery to Sipres' production unit i) in quantities increased by 3% (three per cent) compared to the estimated requirements for the fulfillment of the order; ii) on 80x120 cm pallets, with a maximum height of 130 cm; and iii) within the strict deadline of 30 (thirty) days prior to the date envisaged in the order confirmation for the ex works delivery of the finished product. Delays in delivery will result in the rescheduling of the scheduled date of delivery of the products; in this sense, the Customer is fully aware that the scheduling of Sipres' production batches takes place no less than 10 (ten) weeks in advance and therefore delays of any entity in the delivery of what is in the Customer's responsibility may result in even significant extensions in the originally scheduled delivery terms, recognizing as of now the Customer such extensions as its sole responsibility and waiving as of now any dispute in this regard. 
4.2. In the event that what is to be received by the Customer is delivered partially or not in a timely manner to Sipres the latter shall have the right - at its sole discretion, and in compliance with its own production scheduling choices - to nevertheless proceed with the manufacture of a partial batch with respect to what was previously confirmed (refusing to accept the withdrawal of what arrives later than when it was scheduled). In this case, the Customer (who will not raise any objection in this regard) will be charged for i) the partial batch produced; ii) will be redelivered - to the destination address of the partial batch and at the same time with its redelivery - any goods or materials intended for the production of the complete batch and become surplus; iii) will be charged, plus disposal costs - the bulk bulk intended for the production of the complete batch and become surplus. 
4.3 Sipres recommends that all materials or raw materials selected by the Customer, have been subjected by the Customer in advance to function and compatibility tests and tested for their intended use. Under no circumstances will Sipres be charged with nonconformities of any kind in cases where materials or raw materials supplied or selected by the Customer have been used in the production process, unless these have been approved in advance by Sipres in writing. Sipres expressly disclaims any responsibility for the quality of materials or raw materials received on account of work. 
5. Delivery, product perishing risk. Pallet interchange management. 
5.1 Unless expressly agreed upon in the order confirmation, products travel at the Customer's risk, even if transportation is included in the purchase price. Sipres will independently and in complete freedom select the carriers/shippers. The transfer of ownership will take place with the delivery by Sipres to the transporter/shipper. 
5.2. Sipres supports the adoption of a circular model in logistics management in pallet interchange. In this regard, the regulations set forth in Article 17-bis of Law No. 51 of 20/05/2022 apply, which establishes the regulatory obligation to return at destination the same number of pallets that have been received for a delivery, in execution of which the recipient of the goods transported on pallets is obliged to return the pallets received, of the same type and quality, or equivalent. EPAL pallets, if not returned, will be charged at a cost of € 25.00 each. 
6. Acceptance of goods and complaints. 
6.1 The Customer undertakes to promptly check that the delivery includes all and only the products purchased. Any claims for defects/defects of the products received and/or for their possible discrepancies with respect to the order placed, must be received by Sipres, in writing and with detailed reasons (i) no later than 5 (five) days from the date of receipt of goods as resulting from the transport documents of the products with regard to obvious defects and (ii) no later than 5 (five) days from the discovery with regard to hidden defects, subject to the limitation period referred to in Article 1495 of the Civil Code. Failure to comply with the aforementioned terms, shall be deemed as acceptance of the delivered products. 
6.2. Complaints about the quality or any non-conformity of the products supplied cannot be taken into consideration where the Customer does not provide, together with the formalization of the complaint, the sending to the address of the Sipres Quality Department of a sampling of the disputed products - based on a sampling procedure defined in agreement with Sipres on the basis of the regulations in force - in a quantity suitable to ensure that Sipres can verify the validity of the complaint as well as, in the event that the Customer has received complaints from third parties, a copy to the address qualità@sipresitalia.it of any and all communications received in this regard. The sending of allegedly non-conforming product samples will be at the sole expense of the Customer, and the cost thereof will be reimbursed by Sipres in the event that upon verification the dispute is objectively founded. In the event of a claim of non-conformity and for the completion of the investigation to verify the merits of said claim, Sipres may request, and the Customer undertakes to promptly provide it in this regard, photographs, additional tests (at Sipres' expense) carried out at the location of the disputed products, any transport documents or storage contracts necessary to make a correct assessment of the correctness of the product storage procedures. 
6.3 If the claim is timely and proves to be well-founded, Sipres' obligation is limited to the following: i) in the case of defective and/or faulty goods: Sipres' obligation is limited to crediting only the amount equal to the value of the goods acknowledged to be faulty/defective net of discounts or rebates; ii) in the case of goods not in conformity with the order in that they were delivered in default of the accepted order: the obligation of Sipres is limited to crediting only (if already invoiced) the amount equal to the value of the goods recognized as missing net of discounts or rebates; iii) in case of goods that do not conform to the order in that different products are delivered than the accepted order: the obligation of Sipres is limited to crediting only the amount equal to the value of the goods delivered but recognized/accounted for as not ordered. 
Any credit in favor of the latter is subject - at the option of Sipres and subject to its approval of the conditions - to the return of the disputed products (cost to be borne by Sipres) or the disposal of the same (with transmission to Sipres, which reserves in this regard the choice of the supplier who will carry out the disposal) of the relevant supporting documentation). The Customer's right to seek termination of the contract and/or compensation for direct, indirect or consequential damages of any nature and magnitude is excluded. 
7. Product quality assurance. 
7.1 Sipres warrants that at the time of shipment the Product will be free from defects in materials and workmanship and will substantially conform to the written design specifications. Sipres guarantees the compliance of the products with Italian and European regulations, in particular with regard to: i) finished products under its own brand name: Regulation (EC) 1223/2009 on cosmetic products; ii) products under the brand name of the purchaser or third parties: art. 19 of Regulation (EC) 1223/2009 on cosmetic products; iii) bulk products: Regulation (EC) 1272/2008 on classification, labeling and packaging of substances and mixtures. The Customer is solely responsible for the compliance of the purchased products with the regulations in force in its own state and/or in the state of final destination of the products and for any translation of the labels where necessary; it also undertakes to obtain from the competent authorities any other possible license or authorization to sell, releasing Sipres from any possible responsibility. At the written request of the Customer, Sipres makes itself available - at economic conditions to be agreed separately - to assist the Customer by providing the information and documentation required by the local authorities for the marketing of the products in the states of final destination. 
7.2 The aforementioned warranty does not apply in the event of use and storage of the products that does not conform to that proper to the product itself and to the instructions/warnings on the subject provided by Sipres, or shown in the documentation referring to the products purchased or on the labels. 
8. Prices. 
8.1 The price of commodity products is as stated in the copy in the order confirmation from Sipres. and include in the supply only and exclusively what is expressly stated therein. The prices of individual orders, if they were entered differently from those of any price lists, shall prevail. 
8.2 In the event that unforeseen circumstances lead to an increase in the cost components of the products (including in them the cost of transportation and ancillary charges as well as the possible worsening of currency exchange reasons) to an extent equal to or greater than 5% (five percent) - to be understood as a variation established between the parties as afflictive for Sipres of the objective terms of economic sustainability of the supply - Sipres shall have the right (and the Customer shall not raise any objection) to revise upward the prices of already confirmed offers, to the extent equal to any cost increases incurred. 
9. Stocks of products and materials. 
9.1 Products ordered by Customer (and consumables intended for the manufacture of products ordered by Customer) that were for any reason (i) not picked up, (ii) returned by Customer due to discrepancies found, (iii) ordered and not paid for, are to be considered the full and exclusive property of Sipres, which may dispose of them in any way (any objection of Customer removed and waived) even by selling them in stock on any commercial channel or by introducing them into the production process of third party products. Any products and consumables already marked with the distinctive marks of the Customer shall be understood as actually supplied and will be invoiced at the purchase cost with immediate obligation of payment by the Customer. Variations requested by the Customer in the design of the Customer's products or their packaging, which result in the obsolescence of products and materials purchased or ordered by Sipres (inventories), shall result in the Customer's obligation to purchase such inventories in full at the purchase cost. 
10. Research and development process. Formulas. 
10.1 Regardless of the conduct of the process of ideation and formulation of the Client's products, the formulas or functional components of the formulas (in one, the “Formula”) shall be the full and exclusive property of Sipres, as well as the rights to any derivative products in terms of extension, technical development or similarity of formulation or commercially related to the products manufactured under the Formula. Registrations of any kind (as well as claims in any form or commercial use of asserted participation in the design or ownership of the Formula) made in violation of the foregoing are unlawful and are subject to immediate restitution and waiver subject to compensation for greater damages. 
The Client (with the sole exception of subjection to mandatory requests by regulatory authorities or by law) is obligated to strict confidentiality of the Formula, any related or functional scientific protocols, and any experimental data referable to the study and validation of the Formula. 
11. Graphics, logos and trade names. 
11.1 The graphics, logos, and trade names developed by Sipres for Customer and its, unless expressly paid for separately by invoice with specific indication of the assignment thereof, are and remain the full and exclusive property of Sipres. Registrations of any kind in violation of the foregoing are unlawful and are subject to immediate return and surrender subject to compensation for greater damages. 
12. Terms of payment. 
12.1 The Customer agrees to make payments no later than the terms specified in each individual purchase invoice. 
12.2 In case of late payment of supplies, default interest will be charged at the rate of 8% (eight percent) per annum. If the rate thus determined is at any time higher than the “threshold rate” on usury, the parties agree as of now to the conventional reduction to the threshold rate. 
12.3 Should the delay in payments with respect to the agreed deadlines exceed 15 (fifteen) calendar days, Sipres reserves the right to use as payment (even partial) any and all sums paid by Customer to Sipres, for whatever reason or cause, even as a deposit or advance on different and/or subsequent orders. In the event that sums paid by Customer as a guarantee or confirmation of other orders are, as above, used to cover unfulfilled payments, the orders to which such payments were originally referable shall be cancelled until Customer restores the sums previously paid for this purpose. Sipres reserves the right in any case to cancel any order in progress, the Customer's positive creditworthiness having failed. Delays in payment by the Customer in excess of 30 (thirty) days on any agreed due date will result in the loss of all payment facilities on current orders and on subsequent orders, which must in that sense be paid in full at the time of the communication of “readiness of goods”. 
13. Confidentiality and use of information. 
13.1 The Client undertakes for itself, its staff and its collaborators to maintain the strictest confidentiality and to treat as strictly confidential all confidential and privileged information of which it may become aware in connection with Sipres. Confidential information is understood to be that technical, technological and commercial information, data, including statistical data, subject to extreme confidentiality and/or industrial privity constraints, as well as any other news, confidence, fact, project, information in the broadest meaning of the term, learned about and/or from Sipres, which are not disclosed by Sipres itself to third parties by official communications that are not, or have not become, public knowledge. Under no circumstances shall anything learned by the Client in its relationship with Sipres, whether in terms of formulation or in terms of production and commercial organization, be used to produce with third parties products that are similar to or derived from those supplied to the Client by Sipres. 
14. Client Guarantees. Client Sphere. 
14.1. Customer represents and warrants that it is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has full title to enter into these General Terms and Conditions and any other agreements. These General Terms and Conditions constitute legal, valid and binding obligations of Customer and the signing and performance hereof shall not conflict with, violate or constitute a default under any contract, agreement or other obligation of Customer. The Customer acknowledges and agrees that Sipres has the right to rely on any apparent authority of any agent of the Customer who submits an order to Sipres. 
14.2 Under no circumstances may contractual failures be attributed to Sipres that originate in the sphere of the Client, that is, in those subjects, and in those processes, that are referable to and by the Client and the Client's choices. 
15. Resolution 
15.1. Sipres may (without prejudice to any other rights or remedies against Customer) immediately suspend further execution of pending orders or cancel delivery of products or, by notice to Customer, terminate the order if Customer commits a material breach of any of its obligations under these Terms and Conditions. Those sections that expressly or impliedly survive termination shall continue in full force and effect. 
16. Validity and Disputes (Jurisdiction). 
16.1 These General Terms and Conditions, subject to any exceptions specifically agreed to in writing, govern all current and future contracts of sale of Sipres and supersede and replace any and all contracts, agreements, offers or understandings, written or verbal, previously made between the Parties on the same subject matter. 
16.2 If any provision of these General Conditions is found to be invalid or unenforceable, all other provisions shall remain in full force and effect. The parties will negotiate in good faith in order to agree on the terms of a mutually satisfactory provision to replace the provision that has become invalid. 
16.3 For any dispute the exclusive jurisdiction of the Court of Padua remains established, with the express exclusion of the jurisdiction of any other alternative forum provided for by Law.