Sales terms and conditions

This document is intended to establish the terms for the sale of products and services, as well as delivery, between "SADESIGN srl Società Benefit" (hereinafter "Supplier(s)" or "SADESIGN") and the CUSTOMER. The CUSTOMER declares that they are a professional user and do not qualify as a consumer; if they are a consumer, in the event of a conflict between these terms and conditions and those provided for by the Consumer Code, the latter shall prevail if mandatory.

The subject of the contract is the supply of products or services by SADESIGN to the customer, as indicated in the quote, order confirmation, or shopping cart created through the supplier's or its partners' website.

The data relating to the products or services, as well as their representations, are to be considered only indicative. They are not guaranteed specifications, but rather descriptions and indications of the service or supply, except in the case of a production sample being supplied.

SADESIGN may make changes to the product for technical, commercial, or regulatory reasons, provided these changes do not affect the agreed-upon purpose and are expressly communicated by the customer.

SADESIGN's offers are non-binding and without obligation. The customer must expressly accept the received quote, as well as all the conditions to which the quote is subject. Once the customer's acceptance is received by SADESIGN, it is irrevocable and binding. The customer therefore accepts that the contractual relationship is governed by these general terms and conditions of sale. After the customer accepts the quote, SADESIGN will send an order confirmation, which is also binding on SADESIGN.

Delivery shall be deemed made when the products are collected by the CUSTOMER (carriage paid to our premises) or when the supplier delivers them to the carrier for forwarding to the CUSTOMER on the supplier's behalf, as indicated in the order (carriage paid), even when the shipment is charged on the invoice (carriage paid, with charges based on size, weight, and destination). The date on the delivery note will be considered the dispatch date, or the departure date indicated on the delivery note, if different. The CUSTOMER accepts all risks and expenses relating to the transport of the ordered goods, and SADESIGN shall not be liable for any delays and/or nonperformance on the part of the carrier.

Delivery is made in good condition packaging, free from visible damage.

CUSTOMERS who receive damaged or "non-compliant" packages are required to make a specific written reservation at the time of delivery. This applies even when delivery is made to third parties indicated by the CUSTOMER. Without this reservation, it will not be possible to charge the carrier. The CUSTOMER is required to check for discrepancies between the delivered goods and the transport document and report them by email within 24 hours of receiving the goods.

The delivery date is always considered an estimate until notification that the goods are ready. The delivery date is estimated in good faith in the order confirmation based on standard supply processes for production in Italy, subject to stock availability and an approved draft.

If the CUSTOMER intends to request delivery of the goods by a strict deadline, they must expressly communicate this upon accepting the quote before SADESIGN confirms the order. In such cases, Sadesign reserves the right to apply surcharges in addition to those quoted. These surcharges will be indicated in the order confirmation. If the CUSTOMER wishes to ensure delivery times, they may request that the goods be transported by a carrier of their choice at their own expense. In this case, the CUSTOMER assumes all risk for any delay, loss, and/or deterioration.

SADESIGN notes that the normal delivery time for ordered goods is approximately 12-18 days from the time SADESIGN confirms the order, or later, from the time the CUSTOMER confirms the graphic draft, or later, from the time the CUSTOMER pays the balance or deposit, if applicable. This assumes that the CUSTOMER has already communicated all necessary personal and commercial data and the delivery address. For special productions, SADESIGN may communicate longer terms. In the case of imports, the average time for the product to arrive in Italy is approximately 90–120 days, except for delays due to inspections, checks, or customs blocks.

The CUSTOMER shall forfeit all rights and guarantees if they fail to report any defects or shortages in the received products in writing or by email within eight days of receipt and before using or transferring the products to third parties.

SADESIGN shall not be liable to the CUSTOMER, or to its client, if applicable, for any kind of damages, whether direct or indirect, arising from errors in supplying the agreed-upon product or service. In any case, SADESIGN's liability shall be limited to the value of the supplied goods.

The characteristics of promotional items and customization techniques depend on the production processes and industry practices adopted. Variations from samples or graphic simulations do not constitute nonconformity and are not subject to dispute. CUSTOMERS with specific technical or quality requirements are invited to request samples or carry out preliminary tests, or submit specific protocols and procedures when necessary. SADESIGN does not provide any guarantee, implicit or explicit, other than the usability of the products for commercial promotion purposes. SADESIGN does not guarantee that the final dimensions of textile garments or other items will correspond perfectly to those shown in graphic drafts, final designs, or technical data sheets provided by SADESIGN, the CUSTOMER, or suppliers.

Prices are expressed in euros, do not include taxes or duties unless specified, and are those exclusively indicated in the offers or, if different, in the order confirmations. If prices for supplies from abroad or imports are calculated using a dollar/euro exchange rate, the rate used will be the rate at the time of the order. If there are significant increases (greater than 5%) in currency value between the time of the quote and the order or between the time of the order and delivery, the prices will be adjusted accordingly. Prices and offers published on the website do not constitute a binding offer unless expressly confirmed by SADESIGN.

Prices are valid only for the quantities indicated in the offer or order confirmation and only for the execution of the individual order, unless otherwise agreed upon. Prices are not repeatable.

Samples are always subject to payment unless otherwise agreed upon. Unless otherwise agreed upon. Samples are supplied upon payment of the balance of the items' value and handling costs from the various warehouses within the agreed-upon timeframe. The value of the items may be deducted based on the volume of the final purchase, subject to availability.

The customer declares that they are aware of and accept the following costs, if they arise and are requested after acceptance of the quote:

• Preparation and adaptation of graphics for various systems: Eur 30.00 per hour (minimum one hour).
• Reconstruction of trademarks not provided by the customer in the following vector formats (CDR, AI7 for PC, PDF, and EPS): Eur 50.00 each.
• Up to two graphic simulations are provided and included in the price after order confirmation. The first simulation shows the finished project according to the CUSTOMER's specifications. The second simulation applies any changes the CUSTOMER requests with respect to the first. Each change from the third proposal onwards will cost EUR 30.00.

A graphic simulation refers to the arrangement and positioning of logos, text, and images, which must be provided by the CUSTOMER in the required formats (see above). These images will be arranged according to the instructions received or the positions required by the customization options for the item in question. Any other creative manipulation falls under the category of "graphic/creative processing," so requests for graphic proposals on a specific subject or particularly complex proposals will be quoted separately.

The quote is valid for 30 days from the date of issuance, except for electronic items, for which the price is valid for seven days.

The products supplied by SADESIGN are intended for promotional use in a business-to-business context, and the instructions for use and washing provided on the label must be followed. For products intended for intensive use, items requiring vigorous or industrial washing (e.g., workwear, tableware, cutlery, etc.), or dishwasher washing, it is recommended that sample tests be carried out before finalizing the order. Customers intending to use the products for purposes other than those specified must apply their own procedures to ensure the products are suitable for their intended use. Customized products are manufactured through a combination of industrial and artisanal processes, which may result in variations from the approved samples or graphic simulations. This is done to ensure cost-effectiveness. For this reason, customers must take into account possible variations within the same delivery or when deliveries are repeated over time.

1. Colors and Appearance: differences in shade between and within production batches, between the finished product and the screen display or compared to previous samples are to be considered part of the normal characteristics of the printing and production processes.
2. Samples: the techniques used to produce samples, especially when customized, differ from those used in final production, and therefore the production may present differences due to the different technology applied. Samples should not be considered as the result of final products.
3. Ratios and Dimensions: the manufacturing processes are industrial and artisanal in nature, which may result in variations that cannot be quantified in absolute terms with respect to indicative measurements or samples. The products are not subject to dimensional checks or certified measurements and are not accompanied by calibration protocols or metrological checks.
4. Finishes and Materials: The materials used may respond differently to treatments and customizations, leading to differences in performance or feel.
5. Durability and Maintenance: the appearance of the product may change over time due to prolonged use, washing, or exposure to environmental conditions. Customers are responsible for following the provided instructions for use and care.
6. Product Dimensions: differences in size between and within production batches of the same product, even compared to previous samples or previous deliveries, are to be considered part of the normal characteristics of the production processes of the items themselves.
7. Quantity: the quantities delivered at the end of production may differ from the confirmed order by a tolerance of +/- 10%. Delivery and subsequent invoicing will be based on the goods actually produced, within the maximum quantity tolerance.

7.1 Customizations and Graphics

Customizations are based on graphic simulations created from customer-approved designs. These files serve as references for printing and provide technical input for production programs and software. However, they are not absolute measurement parameters due to the variability of the media, the purpose of the products, economy of scale, and application techniques. Any dimensional references in digital images or printed documents should be considered purely indicative. Graphic software is not a measuring system and does not provide absolute precision for subsequent processing. Differences in yield, enlargement, or reduction depend on printing automation and the machinery used for production or customization.

7.2 Production adaptability

Acceptance of the order implies awareness that the final product may undergo technical adjustments due to the materials and processes used, including those applied during execution or start-up of production, which are not subject to explicit or prior approval. The customer waives the right to be present at the start-up and execution of production, unless expressly requested by the CUSTOMER at the time of requesting the quote. Any subsequent change to this requirement will result in the cancellation of the quote and order until its subsequent approval by the CUSTOMER. No changes will be accepted for orders already in production.

Payment is due upon SADESIGN's confirmation of the order and must be made exclusively in the agreed-upon manner and directly to SADESIGN. The CUSTOMER undertakes to pay 50% at the time of ordering and the remaining balance when the goods are ready for the first delivery, even in the case of split deliveries. For neutral goods and orders under EUR 500.00 (excluding VAT), full payment is required at the time of ordering. Any different payment terms must be stated in the order confirmation.

The CUSTOMER acknowledges SADESIGN's right to not fulfill the order and/or not deliver the product if payment is not made within the above-mentioned terms and/or any different terms agreed upon. The customer remains liable for payment. Payment management may be subject to insurance and collection by third parties.

In any case, if payment is not made within 15 days of the agreed-upon date, SADESIGN may consider the contract terminated due to the CUSTOMER's default. SADESIGN will then be exempt from the obligation to deliver the goods, and the customer will still be required to pay the agreed-upon amount, including a non-reducible contractual penalty to cover SADESIGN's production costs.

In the event of late payment, interest will be charged at the statutory rate, in addition to any further expenses incurred.

All information relating to the Supplier's know-how and/or patents, as well as other commercial and business information (including prices), of which the CUSTOMER may become aware during negotiations or execution of the contract, shall be considered confidential. This information may not be used by the CUSTOMER, either directly or indirectly, except to the extent necessary for proper execution of the contract. It may not be disclosed to third parties. The CUSTOMER undertakes to take all reasonable precautions to keep such information confidential.

By accepting the quote, the CUSTOMER acknowledges that the graphics, wording, logos, and trademarks communicated to SADESIGN for the purposes of the supply are the CUSTOMER's property or that the CUSTOMER has acquired authorization or a license to use them without limitation. The CUSTOMER expressly indemnifies SADESIGN for any claims or demands from third parties. In any case, SADESIGN reserves the right to request proof of a license or concession to use trademarks of third parties or those covered by copyright, whether partial or not.

The CUSTOMER allows Sadesign to use photographic images of the products produced for the sole purpose of promoting its business, whether via the web or other media. Sadesign also has the right to keep proofs and print samples.

The CUSTOMER acknowledges that Sadesign's products and graphic designs are works protected by copyright or covered by industrial property rights or trade secrets. Therefore, the CUSTOMER undertakes not to reuse or disclose any designs, drafts, or layouts prepared by Sadesign without express authorization.

After reading the privacy policy, the CUSTOMER expressly consents to the processing of personal data to allow Sadesign to carry out all operations related to the execution of the contract. The CUSTOMER also authorizes the processing of their data for commercial and promotional purposes as described in the privacy policy.

SADESIGN reserves the right to extend delivery times or cancel or partially fulfill the order without paying any compensation in the following cases:

1. force majeure, such as strikes, energy shortages, fires on the supplier's premises, and/or any event not attributable to the supplier.;
2. difficulties in sourcing raw materials for reasons not attributable to the supplier;
3. insufficiency, inaccuracy, or delays on the part of the CUSTOMER in providing the necessary information for executing the order; any changes requested by the CUSTOMER after receiving the order confirmation; any other cause attributable to the CUSTOMER;
4. the need for further investigation regarding trademark copyrights.
5. The CUSTOMER is aware that no changes can be made during production. If the CUSTOMER requests an earlier delivery date and the request is accepted, the change will entail a fixed unit cost of EUR 50.00, as well as any additional costs estimated by SADESIGN if the change requires modifications to the manufacturing process.

For any dispute relating to the interpretation, execution, and termination of the contract entered into with SADESIGN, the Court of Trento shall have exclusive jurisdiction, with waiver of any other jurisdiction.

By accepting the quote, the CUSTOMER acknowledges that they have read, understood, and accepted without reservation all the clauses contained in these TERMS AND CONDITIONS OF SALE. For any additional terms and conditions of sale, privacy policy, and personal data processing, please refer to the information published on the website Sadesign.it.