These general terms and conditions of sale (hereinafter „General Terms and Conditions“) apply to all sales concluded between SOGA S.p.A. (tax code 00001640242), with registered office at Via della Tecnica, 15, Montecchio Maggiore (VI) 36075 (hereinafter „Seller“) and any legal entity purchasing Products in the context of its business, commercial, artisanal, or professional activity (hereinafter „Buyer“), in relation to the products marketed by the Seller (hereinafter the „Products“).

These General Terms and Conditions cancel and replace any previous agreements, verbal or written, with the Buyer; any terms and conditions differing from those contained herein will be effective only upon written acceptance by the Seller.

1. PRODUCTS

1.1 The Products subject to the sales governed by these General Conditions are those marketed by the Seller with the specifications contained in the Seller’s catalogs or communicated by the Seller. The sending of catalogs or technical documentation by the Seller does not constitute an offer and therefore they may be modified without notice by the Seller. Measurements, dimensions, weights, performance, and any other data contained in the Seller’s catalogs, or in the technical documentation provided, are merely indicative and do not constitute a promise or commitment on the part of the Seller. Product performance (such as power, efficiency, torque, etc.) is subject to the tolerances established by the applicable international industry standards (in particular the IEC 60034-1 standard), which the Buyer declares to be aware of and accept.

2. OFFERS AND ORDERS

2.1 The Seller’s commercial offers to the Buyer are valid for 30 (thirty) days from the date of dispatch, unless otherwise indicated in the offer itself. After this period, they will no longer be binding on SOGA.

2.2 Orders must be submitted in writing by the Buyer. Purchase orders must be sent to SOGA, clearly and completely specifying the product configuration (product code, model, power, number of poles, voltage, construction shape, electrical panels and accessories supplied with the machine, any special features) and the characteristics of spare parts.

2.3 Once SOGA has issued a written order confirmation, sent to the Customer via email, the orders become binding, as well as the conditions of supply, and automatically accepted. The Buyer undertakes to view the order confirmation received (machine specifications and commercial conditions) and report any discrepancies to our Sales Office within 2 (two) days of receipt. Failure to notify our Sales Office within 2 days will make the order final with respect to technical configuration and prices, while product defects remain governed by Article 9.

2.4 The Seller reserves the right, even after receipt of the Order, to make manufacturing changes, including improvement, which do not affect the type of Product ordered without the Buyer being entitled to any claims.

3. PRICES AND DISCOUNTS

3.1 Product prices, as well as the Delivery Terms, are those indicated in the Offer or, in the absence of specific indication therein, those set forth in the SOGA price list in effect at the time of Order confirmation. These conditions are subject to confirmation by SOGA upon receipt of the Order. SOGA reserves the right to change prices even after receipt of the Order in the event of: (i) changes to the required technical requirements; (ii) increases in raw material, production, or transportation costs exceeding 5% of the Offered prices; (iii) force majeure or unforeseeable circumstances.

3.2 The minimum invoice amount per single Order is €150.00 (one hundred and fifty/00) excluding VAT, for both finished products and spare parts. Rounding, offsets, or arbitrary price deductions are not permitted without SOGA’s prior written authorization.

3.3 List prices are exclusive of VAT and any other taxes or duties. Standard discounts are applied based on the Customer’s commercial terms and conditions. Any special net prices or additional discounts will be effective only if formalized in writing by SOGA. SOGA reserves the right to update the price lists at any time, effective immediately for new Orders.

3.4 Unless otherwise specified in the Order, prices are net of shipping costs and eventual special packaging and special testing costs.

4. DELIVERY DATE

4.1 The delivery times indicated in the order confirmation are calculated in business days and are not of essential character but merely indicative.

4.2 If the Seller is prevented from meeting the delivery times due to, for example, delays or failures in deliveries by its suppliers, interruptions or suspensions of transportation or energy, unavailability or shortages of raw materials, strikes or labor disputes, fires, floods, war, acts of terrorism, embargoes or restrictions, extreme weather or traffic conditions, temporary road closures, epidemics, pandemics, legislation, orders, or other applicable or imposed regulations within Italy, as well as any other unforeseeable event beyond its reasonable control that prevents the normal execution of the Order (hereinafter also „Force Majeure“), the start of the delivery terms will be suspended from the date of notification of the impediment to the Buyer. After 60 (sixty) days from the onset of such impediment, without the impediment having ceased to exist, either Party may withdraw from the contract by simple written notice to the other Party, and neither Party shall have any further claims against the other. In any case, the Seller shall not be considered in breach of the contract or liable to the Buyer in the event that failure to comply with these General Conditions or any delays in their execution arise from events beyond the Seller’s reasonable control, such as those cited above by way of example.

4.3 If the Buyer refuses to accept delivery of all or even part of the Products at the destination, the Seller may, at its sole discretion, request the fulfillment of the sales contract otherwise declare its total or partial termination. Any liability of the Seller for risks and expenses arising from or inherent to the storage of the Products is expressly excluded.

5. PACKAGING

Prices include standard packaging provided by SOGA for its products and spare parts, the dimensions and weight of which are determined in advance by SOGA. All Seller’s pallets and crates are fumigated. Any packaging requested by the Customer other than standard will be invoiced separately.

The Buyer and, in any case, the Seller will not be held liable for damage resulting from packaging specifically requested by the Customer and deemed technically insufficient by the Seller.

6. DELIVERY TERMS

6.1 The goods are shipped to the Customer based on the Incoterms® 2020 agreed upon between SOGA and the Customer during the commercial offer phase or based on the commercial conditions reserved for the Buyer. Different or specific Incoterms must always be agreed upon or authorized in advance. Any damage, shortages, or tampering with the received material must be promptly notified by the recipient directly to the Carrier (in the case of FCA shipments) or directly to SOGA (in the case of shipments paid by the Seller). If upon receipt of the goods, there are mix-ups or discrepancies between the models and/or quantities ordered and received, please contact us in writing:

sales.soga@sogaenergyteam.com (Soga and Sogaenergies products)

sales.sincro@sogaenergyteam.com (Sincro and Agrowatt products).

6.2 Unless otherwise agreed in writing, the risk of loss or damage to the Products passes to the Buyer upon delivery of the goods to the first carrier.

7. PAYMENT

7.1 Payment terms are indicated in the Order Confirmation, unless otherwise communicated by the Seller. Payment terms run from the invoice date. Any advance payments are indicated in the Order Confirmation and are, in any case, non-interest-bearing; the relevant payment may be made directly to the Seller by bank transfer. Payment to SOGA S.p.A. may be made exclusively by the legal entity indicated in the invoice, unless otherwise agreed in writing, to be reached at the latest before acceptance of the Order. SOGA has the unilateral and incontestable right to refuse, at its sole discretion, any payment from third parties other than the Buyer and/or not previously authorized in accordance with this clause.

7.2 Regardless of what is provided in the Order/Order Confirmation, payment is in any case deemed to be made at the Seller’s premises. The issuance of bills of exchange or checks does not constitute payment nor does it imply novation of the original obligation. In any case, the Buyer shall be responsible for the cost of the bills and related bank charges.

7.3 Delays in payment are not permitted. In the event of late payment, whether total or partial, the Buyer shall owe interest on the unpaid amount pursuant to Legislative Decree 231/2002 within the terms established by law, without the need for formal notice, as well as reimbursement of costs incurred to recover amounts not promptly paid, without prejudice to the Seller’s right to cancel the Order. Failure to pay even a single installment will automatically result in the forfeiture of the benefit of the deadline, without prejudice to the Seller’s right to cancel the Order. In this case, any installments paid by the Buyer will remain with the Seller as compensation, without prejudice to the right to claim further damages. In cases which advance payment is agreed between the Parties, delivery of the Products will be made exclusively upon receipt of such payment.

7.4 Without prejudice to the foregoing, pursuant to Article 1460 of the Italian Civil Code, SOGA shall have the right to suspend the fulfillment of its obligations (including production, delivery of current orders, or technical assistance) if the Customer is in default with payments for any supply, even if not in progress. The Seller shall not be liable for any damages or negative consequences arising from the suspension of supplies.

7.5 The Buyer may not suspend or delay payments under any circumstances, even in the event of a dispute, complaint, and/or delayed installation or assembly of the Products. The Professional Buyer is not entitled to oppose any credit claim against the Seller in compensation.

7.6 The Seller shall have the right to modify the payment terms and conditions of both Orders already placed with the Seller and future Orders by simply notifying the Buyer, if the Buyer defaults on the terms and conditions set forth in these General Conditions and/or if situations, facts, or actions arise that indicate a supervening or foreseeable inability of the Buyer to ensure the normal fulfillment of its obligations (such as, by way of example, in cases of missed or delayed payments, including to employees, social security institutions, tax authorities, suppliers, or banks, protested bills of exchange, seizure of movable and/or immovable property, revocations of licenses or authorizations, preparatory and/or initial acts of voluntary liquidation proceedings, requests for preventive or extrajudicial composition with creditors, controlled or judicial administration, bankruptcy, etc.).

7.7 The Buyer must provide SOGA S.p.A., at the time of signing this contract, with its certified email address or accreditation code required for electronic invoicing purposes, where applicable, or the data required for cross-border invoicing.

8. RETENTION OF TITLE AND ASSIGNMENT OF CREDITS

8.1 The Products sold remain property of the Seller until full payment of the price by the Buyer. The Buyer has the right to resell or retransfer the delivered Products only in the course of its ordinary business activities. The Buyer undertakes to promptly notify the Seller of any seizure, attachment, or other action requested by a third party on Products that the Buyer has purchased from the Seller and which have not yet been fully paid for by the Buyer. In the event of bankruptcy proceedings, the Buyer undertakes to allow the Seller to repossess its Products without prior notice and undertakes to authorize the Seller to access its premises, with the Buyer being responsible for any costs associated with the collection of the Products. The Buyer shall refrain from carrying out any activity or behavior that may prevent the Seller from identifying the Products that are owned by the Seller itself as a result of this retention of title and shall take out all insurance policies necessary to indemnify the Seller against any damage to the Products and/or to third parties.

9. ACCEPTANCE

9.1 The Buyer will examine the Products immediately and with due diligence and attention upon receipt at its premises and/or upon collection, and will promptly notify the Seller of any shortages, defects, or non-conformities found, excluding shortfalls, model deviations and irregularities in packaging and wrapping that fall within customary tolerances at the time and place of delivery to the carrier or shipping agent.

9.2 Any shortages, obvious defects, or non-conformities found with the diligence referred to in point 9.1 must be reported in writing no later than 8 (eight) days after receipt/collection of the Products. After this period, the Products are deemed unconditionally accepted in their current condition, and the Buyer may not raise objections regarding defects that could have been detected at the time of delivery in order to avoid or delay payment.

9.3 If a testing of the Products is agreed upon at the Seller’s premises, attended by the Buyer, the latter must appear on the communicated date. Otherwise the testing will be carried out in any case and, based on the test reports produced by the Seller, the Product will be deemed to have been fully accepted or rejected, without the Buyer having any right to request a repeat test.

10. RETURN OF GOODS FOR REPAIR

Returned goods travel exclusively at the Customer’s expense and risk, regardless of whether warranty repairs are granted. Returned products must be delivered to SOGA in good condition, i.e., clean and tidy. It is recommended that the material be returned with adequate packaging to protect the product from impacts during transport. In the case of sea transport, it is also recommended that the product be protected from humidity and saline environments using appropriate packaging recommended by the shipping company (e.g., barrier bag, hygroscopic salts, etc.).

11. AFTER-SALES SERVICE

SOGA’s After-Sales Service provides comprehensive technical advice. For warranty service requests, please ensure you have the machine’s identification data, serial number, and production order number shown on the adhesive label. A list of authorized service centers is available on the website www.sogaenergyteam.com. In the event of faults or malfunctions with SOGA products, customers are invited to contact After-Sales Service by calling +39 0444 747700 (Soga and Sogaenergies products) or +39 0445 450500 (Sincro and Agrowatt products). If, after contacting us, it becomes necessary to return the product, SOGA’s After-Sales Service will provide the customer with an Authorized Return Material (RMA) number, which must be included on the accompanying documents. Products returned without following this procedure will be returned to the sender by the receiving warehouse. Before proceeding with repairs, an estimate will be provided and authorization from the Customer will be awaited.

12. WARRANTY

12.1 The Seller guarantees that the Products are free from manufacturing or material defects pursuant to Articles 1490 et seq. of the Italian Civil Code, within the limits and under the conditions specified below. Alternators and motors are guaranteed for a period of 18 (eighteen) months from the invoice date or 12 (twelve) months from the date of initial commissioning, whichever comes first; Agrowatt generators are guaranteed for a period of 24 (twenty-four) months from the invoice date.

12.2 Without prejudice to the provisions of Article 9 regarding obvious defects, the Buyer must report in writing any hidden defects (not detectable at the time of delivery) no later than 8 (eight) days after discovery, and in any case within the warranty period set forth in Article 12.1, under penalty of forfeiture.

12.3 This warranty is provided exclusively to the Buyer who has purchased the Products directly from the Seller. The Seller does not grant any direct warranty to third parties or sub-buyers, even if they are in possession of the Products, for whom the Buyer remains solely responsible for any warranty obligations.

12.4 The Seller, after verifying the existence of the defect and the applicability of the warranty, will, at its discretion and free of charge:

1. a) supply the necessary spare parts;
2. b) repair directly or through authorized workshops;
3. c) replace the Product or refund the price. It is expressly understood that all transportation costs relating to the defective Products or components, as well as replaced parts, are the sole responsibility of the Buyer. Repair or replacement does not extend or renew the original warranty period.

12.5 The warranty does not apply, and becomes void, if defects are due to: inexperience, improper use or use beyond the limits of nominal performance, incorrect installation, or tampering. The warranty is also void if the Product has been modified, disassembled, or has altered or removed nameplate data. The Seller reserves the right to test the returned Products and charge the Buyer for any costs incurred in the event of undetected defects or unfounded complaints.

12.6 The Seller’s overall liability for damages arising from the performance or non-performance of the contract, including damages arising from Product defects, may in no event exceed the net selling price of the specific Product that caused the damage. Any liability for indirect or consequential damages, such as, but not limited to, loss of profits, lost revenue, production downtime, recall costs, or damage to the Seller’s image, is expressly excluded.

12.7 The Seller assumes no responsibility for the proper functioning of the Products if they are integrated or assembled with third-party components or in complex systems not designed by the Seller. The correct installation, assembly, and mechanical alignment of the Products are the sole responsibility of the Buyer.

12.8 The Products must be used in accordance with the technical manuals provided by the Seller at the time of sale, which are available in updated versions on the website https://www.sogaenergyteam.com/manuals/. The Seller declines all responsibility for defects, damage, or malfunctions resulting from failure to comply with the instructions, installation, maintenance, and usage requirements contained in the aforementioned manuals, or from use of the Products in a manner other than intended or by unqualified personnel; in such cases, the warranty automatically lapses pursuant to Art. 12.5. In the event of damage to third parties resulting from improper use or use not in accordance with the technical manuals, the Buyer shall hold the Seller fully harmless and indemnified from any claim, action, request for compensation or expense (including legal fees) that may be made by third parties, assuming in this case exclusive responsibility for the damages caused.

13. PROHIBITION OF ASSIGNMENT

The Buyer is prohibited from transferring or assigning the sales contract without the prior written consent of the Seller. In the event of non-compliance, the contract may be automatically terminated by the Seller, without prejudice to the right to compensation for damages.

14. INTELLECTUAL PROPERTY AND USE OF TRADEMARKS

14.1 The Buyer acknowledges that the Seller is the exclusive owner of the SOGA®, SINCRO®, AGROWATT®, and SOGAENERGIES trademarks (hereinafter the „Trademarks“), as well as all intellectual and industrial property rights used or incorporated in the Products, including technical documentation and user manuals. The sale of the Products does not transfer to the Buyer any rights in the Trademarks or the Seller’s intellectual property.

14.2 The use of the Trademarks and related logos is permitted exclusively to the Seller’s customers and business partners, for the sole purpose of promoting original Soga S.p.A. products and, in any case, subject to the Seller’s prior written authorization. The Buyer is expressly prohibited from registering domains, websites, or social media accounts containing the Seller’s Trademarks without prior written authorization; in any case, the Seller reserves the right to request their transfer or registration in its own name.

14.3 The Buyer is expressly prohibited from removing, deleting, altering, or tampering with the Trademarks, labels, identification data, or other distinctive signs affixed to the Products, as well as from affixing new trademarks or labels of any kind (rebranding prohibited). The Product must be resold in its original configuration.

14.4 Improper use of the Trademarks is strictly prohibited, particularly their use to gain advantage in promoting competing products or to create confusion in the market. Violation of these provisions, as well as use of the Trademarks after the termination of the business relationship for any reason, will result in the immediate revocation of all authorizations and the initiation of legal action for damages.

14.5 Upon cessation of sale of the Products, the Buyer must immediately remove any reproduction of the Trademarks existing inside or outside its stores, as well as cease all use of the Trademarks in advertising materials, catalogs, and digital platforms.

15. EXPORT CONTROL

15.1 The Buyer acknowledges that the Products may be subject to export control laws and economic sanctions (EU, US, and other authorities). The Buyer warrants that:

• Prohibited Destinations: It will not export or transfer the Products, directly or indirectly, to restricted countries (e.g., Cuba, Iran, North Korea, Syria, occupied areas of Ukraine such as Crimea, Luhansk, Donetsk).
• Denied Parties: It will not supply the Products to blacklisted individuals or entities (e.g., OFAC SDN List, EU Consolidated List).
• End-User Verification: It will conduct reasonable checks on its customers to prevent unauthorized transactions.
• Information Obligation: It will provide the Seller, upon request, with full details of its exports (recipient, value, volume) for compliance purposes.

15.2 In compliance with Regulation (EU) 833/2014 (specifically Article 12g), the Buyer is absolutely prohibited from selling, exporting, or re-exporting, directly or indirectly, the products supplied by SOGA to Russia and Belarus, or for use in these countries.

15.3 In the event of a violation of competition rules or Trade Control and Economic Sanctions Laws, the Seller shall have the right to terminate the contract with immediate effect pursuant to Article 1456 of the Italian Civil Code. The Buyer shall indemnify the Seller against any damages, fines, or penalties imposed by the authorities arising from the violation of these obligations.

16. APPLICABLE LAW AND JURISDICTION

16.1 These General Conditions, Orders, and any sales contracts concluded between the Buyer and the Seller, shall be governed exclusively by Italian law.

16.2 For any dispute between the Buyer and the Seller, relating to these General Conditions, Orders, and any sales contracts concluded, the Court of Vicenza shall have exclusive jurisdiction, excluding any other concurrent or optional jurisdiction.

17. VALIDITY

Should any provision of these General Conditions be declared null, invalid, or ineffective, in whole or in part, this shall not affect the validity of the remaining provisions or of these General Conditions as a whole.

18. FINAL CLAUSES

18.1 The Seller’s failure to enforce at any time the rights granted to it by one or more clauses of these General Conditions shall not be construed as a waiver of such rights, nor shall it prevent it from subsequently demanding their timely and rigorous compliance. These General Conditions, unless otherwise specified in the individual Order or in any other document signed by the Parties, govern all supplies commissioned by the Buyer to the Seller and prevail over any conflicting clauses that the Buyer may include in its general conditions of purchase, order confirmations, invoices, or other commercial documents.

18.2 Any communication between the Parties shall be made by registered letter with return receipt or by certified email to the address provided by the Parties.

19. PRIVACY

The Seller processes personal data as described in its privacy policy at https://www.sogaenergyteam.com/privacy-policy/. Both parties must comply with applicable privacy laws regarding personal data processed in connection with the activities governed by this agreement. The parties undertake to take all reasonable commercial and legal measures to protect personal data from unauthorized disclosure. If the Buyer provides personal data to the Seller, the Buyer warrants that it has the legal right to do so, including notifying the individuals whose personal data it provides to the Seller.