The present terms and conditions of sale apply to all orders placed by the customer and the present document, taken as a whole, expresses the entirety of the respective obligations of the parties any departure from which will only be valid if it has been explicitly accepted in writing by Sintel. 

Our list prices are purely indicative and may be modified at any time without notice; they are quoted “ex works” from our premises and do not include the costs of packaging and transport plus any applicable taxes including VAT.  Tailored services and products not included in Sintel’s pricelist will be invoiced at the prices indicated in our sales proposals. 

The delivery dates provided by Sintel when goods are ordered are purely indicative; Sintel will make every endeavor to respect them but any delay in delivery will provide no grounds either for cancelling orders or for any form of compensation.  Any penalty for late delivery provided for by a customer order will remain without effect. Equally, independently of any contrary provision of a customer order, each order accepted by Sintel will be subject to a charge for packaging and freight. The risk of damage to goods during shipment is borne by the customer, who must inspect their condition on receipt in order to exercise any right of recourse against the shipper(s) within the applicable time limits and in any event, by notifying the shipper(s) concerned, by registered letter with a request for acknowledgement of receipt, within forty-eight (48) hours of delivery. At the customer’s request, the risk of shipment may be insured on the customer’s behalf on payment of the applicable premium. Any other claim relating to the conformity, in terms of quantity or specification, of goods delivered compared to those ordered must be notified by registered letter, with a request for acknowledgement of receipt, within ten (10) days of delivery. Sintel reserves the right both to make partial deliveries, and to suspend deliveries, unless the customer has specified in writing at the time of ordering that only complete delivery will be accepted. The requirement for payment of invoices for services, such as product installation, performed by Sintel will in no event be subordinated to final completion of such services.

Without prejudice of the customer’s liability for any damage to goods occurring after they have left Sintel’s warehouse, Sintel will retain title to all goods dispatched until complete and effective payment for the goods, including delivery charges and interest for late payment etc., has been made (according to article 1523 c.c.).  Sintel reserves the right to apply for a court order for return of goods as soon as any payment has become overdue. 

The software that we make available remains the property of its developers.  Any software supplied is subject to the sole grant, by Sintel to the customer as the beneficiary of a license or sub-license, of a non-exclusive right of use, for the customer’s own purposes, as provided for by the developer, without modification of the software and within the limits of the contractually agreed volume of use.  The customer undertakes to refrain from making any copies of the software (other than a single backup copy) and further undertakes not to use the software beyond the limits of the contractually agreed volume of use or for any other purposes than specified within the present paragraph.  Any proprietary notices fixed to, or included within, products must not be removed or otherwise tampered with.  Any infringement of the above provisions by the customer is liable to give rise to the cancellation of any orders in progress as well as to legal pursuit. Sintel distributors must impose similar conditions to the above on their own customers. 

Eventuali reclami relativi alle fatture emesse da SINTEL devono essere portati a conoscenza di SINTEL tramite lettera raccomandata spedita entro 10 giorni dal ricevimento della fattura. In difetto, le fatture si intendono accettate senza alcuna riserva. Nessun reclamo può, in alcun caso, giustificare il ritardo o il mancato pagamento. 

Products supplied by Sintel are subject to the manufacturers’ or developers’ limited warranties, and warranty periods, specified in the accompanying documentation and which apply in conditions of normal use of the products supplied.  Defective goods may be returned for repair or exchange. 

The customer is solely responsible for the final selection of the goods or services corresponding to the customer’s desired results, as well as for the actual results obtained. Sintel declines, whatever the circumstances, any liability for any claim for damage or loss of any nature, including loss of profits and any other form of direct or indirect loss, attributable to the use of, or incapacity to use, any product or service supplied including in the case of any pre- or aftersales service provided at a customer’s or any related location. Sintel’s sole liability, and the customer’s sole recourse, is for the replacement of any product not complying with the abovementioned limited warranty, subject to return of the faulty product in its original packaging accompanied by a photocopy of the related invoice. Other than as provided for elsewhere in the present standard terms and conditions of sale, products supplied by Sintel must not be used, copied, modified, reproduced, resold or given to others without Sintel’s prior written agreement. The customer is solely responsible for ensuring the compatibility of products acquired with other software or equipment. 

Invoices are prepared on the basis of our list prices at the corresponding order dates and of the total quantities ordered.  Our prices assume payment at the order date and therefore no discount for prompt payment will be granted.  New customers must pay (by cheque or bank transfer) at the order date or, in countries where the service exists, at the time of delivery subject to an additional charge (NB no delivery without payment). Regular customers may be granted a 30 day credit period subject to a predetermined credit limit beyond which the condition described in the previous sentence will again apply. All invoices must be paid by the due dates even in the event of any disputed items for which subsequent adjustment will be made as appropriate.   Non-payment of any invoice by the due date will automatically render any and all other invoices immediately payable.  Interest for late payment will be charged, with effect from the day following the contractual due date for payment, at the rate of 8 points over B.C.E. rate (D.L.n°231 del 9/10/2002).  Any delay in payment may also result in the suspension of any orders and deliveries in progress and in withdrawal of credit facilities. 

In the event that the customer fails to comply, in full or in part, with any contractual obligation, including the timely payment of amounts due, or in the event of any significant deterioration of the customer’s credit rating (e.g. as evidenced by any claim against the customer, or pledge of the customer’s assets), Sintel reserves the right to require immediate payment of any and all sums due by the customer, as well as to suspend deliveries and terminate any contracts in progress. The said termination of any contracts in progress will be effective, without prejudice to any other forms of recourse available to Sintel, upon the expiry of eight (8) days following notification of the customer by Sintel, by registered letter with a request for acknowledgement of receipt, of Sintel’s intention to effect the said termination and in the event that the customer has not made due reparation within that period.  The customer hereby expressly agrees to grant access to Sintel, or Sintel’s representative, in such circumstances for the purpose of reclaiming products in accordance with the provisions of article 5. 

Exceptionally, Sintel may agree to provide certain products on consignment, subject to the entire responsibility of the consignee who undertakes to obtain full insurance cover, naming Sintel as beneficiary, for all goods consigned.  Other terms and conditions of consignment will be stipulated by contract, on an ad hoc basis, but the consignee must in any event provide Sintel with at least five (5) days’ notice, in advance of the expiry of the agreed period of consignment, as to any intention of returning products to Sintel, without which all products will be invoiced to the consignee/customer by Sintel on the agreed date of expiry of the consignment period and the customer will then become liable for full settlement in accordance with the applicable terms and conditions stipulated by the consignment contract. 

Products returned to Sintel, for whatever reason, must be accompanied by a return number previously allocated by Sintel (following prior application to Sintel) as well as by a photocopy of the related invoice(s).  Sintel will only exchange products which it is in a position to diagnose as faulty within ten (10) days of their original delivery.  In all other instances, products will be solely eligible for repair.  Returned products must be COMPLETE AND IN THEIR ORIGINAL PACKAGING.  The customer must pay the shipping for the return of defective products; Sintel will pay the shipping for the redelivery of products exchanged or repaired. 

In the event of an ordering error by the customer, orders may be cancelled (subject to a 10% handling charge) if delivery has not yet taken place and the related goods are resalable; in certain circumstances Sintel may also accept the return of products already delivered subject to (i) a handling charge of the higher amount of five percent (5%) of the value of goods returned and a flat charge of 30 Euros, (ii) the placement by the customer of a substitute order of at least equivalent amount, and (iii) full payment of any additional amount due.  Any such customer request must be made within ten (10) days of the original invoice date.  Products returned must be accompanied by a return number previously allocated by Sintel (following prior application to Sintel) as well as by a photocopy of the related invoice(s).  Products must be returned COMPLETE AND IN THEIR ORIGINAL UNOPENED PACKAGING, and must not be marked in any way liable to prevent their resale.  Products will not be finally taken back until Sintel has been able to verify compliance with this requirement.  The full amount of the handling charge will be deducted from the amount of the credit note which will then be issued and will be available for allocation against the invoice for the replacement order. 

If any provision of the present standard terms and conditions of sale is judged, for whatever reason, void that fact shall have no effect on the validity of the remaining terms and conditions and the faulty provision shall be replaced by a valid provision satisfying, as closely as possible, the business purpose of the original provision.  Any failure of one of the parties to require compliance with any particular obligation of the other party shall not be construed as a surrender for the future. 

The present standard terms and conditions of sale are subject to Italian law and to the exclusive jurisdiction of the court of Rome.