Terms and Conditions

SIMICO SRL a socio unico Registered office: Via Giovanni Battista Moroni 11, 24060 Casazza (BG), Italia Warehouse: Via Acquasparsa 37, 24060 Grone (BG), Italia P.IVA/CF: 04709870168 | REA: BG - 483305 Email: info@simico.srl | Tel: +39 035 19775012 | PEC: simico@pec.it

Privacy contact: info@simico.srl — write to this address to exercise the rights under Arts. 15–22 of Regulation (EU) 2016/679.

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1. Subject matter and nature of the contract

SIMICO SRL a socio unico (the "Supplier") undertakes to provide the client (the "Client") with the logistics, storage and order preparation services described in section 6, in respect of the Client's goods. The contract is an atypical contract, to which the provisions on deposit (Arts. 1766 et seq. of the Italian Civil Code), on the supply of services (Arts. 1655 et seq.) — given that the Supplier organises its own means and personnel — and, for transport organisation activities only, on forwarding (Arts. 1737 et seq.) apply insofar as compatible and not expressly derogated from. The contract confers on the Supplier no mandate to sell, to conduct commercial management, or to represent the Client before third parties, marketplaces or public authorities, save as expressly provided for customs handling where activated.

2. Definitions

In the contract and in these terms:

• "Goods": the Client's products entrusted to the Supplier for custody and/or processing
• "Working Day": any day from Monday to Friday, excluding national public holidays and closures notified by the Supplier at least 10 days in advance
• "Seasonal Peak": periods of exceptional order inflow — Black Friday, Cyber Monday, Christmas, Prime Day, sales — notified with reasonable advance notice, and any case in which the volumes delivered significantly exceed the historical average or the forecasts notified
• "Platforms": Amazon Seller Central/Vendor Central and any other marketplace through which the Client sells the Goods
• "Annex A" and "Annex B": integral parts of the contract, setting out respectively the economic conditions and the appointment as Data Processor

3. Annexes

Annex A – Economic Conditions and Annex B – Appointment as Data Processor under Art. 28 GDPR form an integral and substantial part of the contract, together with any further annexes signed during the relationship. In the event of conflict between the body of the contract and Annex A, the body of the contract prevails as to legal and regulatory matters; Annex A prevails as to economic conditions, prices and quantity thresholds.

4. Client representations and warranties

The Client represents and warrants that:

• It owns the Goods or is otherwise entitled to dispose of them and to have them processed, stored and shipped by the Supplier
• The Goods are lawful, not counterfeit, not stolen and not encumbered by third-party rights incompatible with the activities under the contract
• The Goods comply with the applicable regulations in the countries of destination — product safety, labelling, CE marking, CLP/GHS regulation for hazardous substances, health or sector authorisations where required — and it has obtained every authorisation necessary for sale in the respective markets
• The information supplied for performance of the services — weights, dimensions, ASIN/EAN/SKU, processing instructions, customs codes — is complete, truthful and up to date
• It will promptly inform the Supplier in writing of any product recall, safety challenge or administrative or judicial proceedings relating to Goods held in stock

5. Excluded goods and goods subject to special conditions

The following are excluded from the contract, save where otherwise agreed in writing with specific conditions and liabilities:

• Goods dangerous for transport purposes (ADR/IMDG/IATA) falling outside the limited quantity (LQ) or excepted quantity (EQ) exemption limits
• Weapons, ammunition and explosives
• Narcotic substances and pharmaceutical products subject to prescription or to specific distribution authorisation
• Fresh or perishable foodstuffs requiring a continuous cold chain
• Live animals
• Cash, credit instruments, precious metals and goods with a unit value exceeding €1,000.00, save where otherwise agreed in writing
• Counterfeit products or products otherwise made in breach of third-party intellectual property rights

5.1 Refusal and suspension

The Supplier is entitled to refuse receipt, suspend processing or arrange return, at the Client's cost and risk, of Goods falling within the excluded categories or which, in the Supplier's reasoned judgement, present risks to the safety of the warehouse, its personnel or other Goods held there. Where there is well-founded suspicion of unlawfulness, the Supplier may suspend all handling as a precaution and, where the conditions are met, inform the competent Authority, notifying the Client at the same time unless prohibited by law.

6. Services

The services comprise, within the limits of what is specifically requested by the Client and set out in Annex A:

• Receipt, handling and storage of the Goods
• External visual inspection of packages on receipt — without verification of quality, functionality, internal quantity, authenticity or expiry — and repackaging
• Labelling, including FNSKU labels, and custom packaging
• Preparation and shipping of FBA and FBM orders
• Returns handling
• Customs handling, only where expressly activated and governed in Annex A
• Reporting and shipment tracking through the Supplier's management system

6.1 Additional services and standard of care

Services not included in Annex A may be requested by the Client and performed by the Supplier upon written acceptance, including by email, of a specific quotation. The Supplier performs the services with the professional diligence required by the nature of the activity pursuant to Art. 1176(2) of the Italian Civil Code, using adequate personnel, means and facilities.

7. Operational times and service levels

The reference times are as follows:

• Goods receipt: registration in stock within 2 Working Days of delivery
• FBA order preparation: within 2 Working Days of order confirmation
• FBM order preparation: within 1 Working Day where the order is received by 12:00, otherwise within the following Working Day
• Returns: receipt, condition check and any re-preparation within 3 Working Days of receipt

7.1 Nature of the time limits

The above time limits constitute organisational targets of good performance and are not essential time limits within the meaning of Art. 1457 of the Italian Civil Code; failure to meet them does not in itself constitute compensable breach, save for wilful misconduct or gross negligence of the Supplier, and does not entitle the Client to penalties, discounts or compensation not expressly provided for in the contract. The time limits are suspended, without need for prior notice, in the event of Seasonal Peak, force majeure, incomplete or late instructions from the Client, or delays attributable to third-party couriers or carriers.

8. Fees, invoicing and payment

The applicable fees are those set out in Annex A, VAT excluded. Payment of duly issued invoices must be made by bank transfer within 7 days of receipt, save for a different term stated in Annex A. Once the term has expired without payment, default interest is due at the rate provided by Legislative Decree 231/2002, without need for formal notice, together with the fixed reimbursement of recovery costs under Art. 6 of that decree. In the event of late payment the Supplier may suspend performance of the services and any shipment in progress pursuant to Art. 1460 of the Italian Civil Code, giving written notice; the suspension does not constitute breach by the Supplier and does not deprive it of its right to its fees. Where 30 days elapse from the due date without payment in full, the Supplier may terminate the contract pursuant to Art. 1456 of the Italian Civil Code by simple written notice.

9. Revision of the economic conditions

The Supplier may update the service fees on at least 30 days' written notice. A Client who does not wish to accept the update may withdraw without charge; continuation of the relationship beyond the effective date constitutes acceptance of the new conditions. The fees are calculated on the basis of the volumes and product mix estimated with the Client: in the event of significant and continuing divergence, the Supplier may propose their revision on the same notice.

9.1 Pass-through costs

The following are recharged to the Client at the cost actually borne by the Supplier and may be updated at any time by simple written or email notice, with effect for processing subsequent to the notice:

• Packaging and consumable materials: cartons, bubble wrap, tape, labels
• Courier and carrier rates and related surcharges: fuel, difficult areas, seasonal surcharges, failed delivery or second attempt, address correction, remote area, waiting time, vehicle detention or demurrage, surcharge for out-of-gauge or non-stackable pallets
• Customs duties and bank charges
• Commissions and any penalties applied by the Platforms, where attributable to the Client's instructions or breaches and advanced by the Supplier on its behalf
• Energy and overtime labour costs made necessary by regulatory or market changes

10. Security deposit

Where indicated in Annex A, the Client shall pay a security deposit at the start of the relationship to secure its payment obligations. The deposit bears no interest, does not constitute an advance on fees and is returned within 30 days of termination of the contract, less any sums owed to the Supplier on any basis.

11. Liability

The Supplier is liable for the Goods from the moment of taking into custody — meaning physical unloading at its premises and acceptance of delivery, with reservation for defects, damage or shortages not immediately verifiable — until handover to the carrier appointed for the shipment. Signature of the transport document (CMR/POD) without reservation attests only to the taking into custody of the packages in the number and external condition declared, and does not constitute verification of the contents, internal quantity or conformity of the Goods. From handover to the carrier, liability for delays, failed deliveries, refusals, appointment issues — including the receiving windows of Amazon logistics centres — congestion or delivery rescheduling rests with the carrier and, as between the parties, with the Client; the Supplier does not guarantee third-party carriers' delivery times, save for its own liability for fault in selecting the carrier where it is required to do so.

11.1 Measure of compensation

In the event of damage, loss or shortage of the Goods attributable to the Supplier's fault while in storage, the Supplier will document the condition by photographs or report and will compensate the Client on the basis and within the limits set by Art. 1693 of the Italian Civil Code and the conditions agreed in the individual contract signed by the parties. Compensation is measured on the purchase value of the Goods, evidenced by invoice or other document proving the cost. The agreed limits do not apply, and the Supplier is liable for the whole loss, in the event of wilful misconduct or gross negligence pursuant to Art. 1229 of the Italian Civil Code.

11.2 Excluded losses

Subject to Art. 1229 of the Italian Civil Code, and save for wilful misconduct or gross negligence of the Supplier, indirect or consequential losses are in all cases excluded from compensation, including: loss of profit, loss of commercial opportunity or of ranking — including Amazon ranking or the Buy Box — suspension or restriction of the Client's account on the Platforms, storage costs or penalties applied by the Platforms, and harm to image or commercial reputation. Any form of strict or aggravated liability of the Supplier not provided for by law or by the contract is expressly excluded.

11.3 Security and insurance

The Supplier declares that its premises are equipped with an alarm system, video surveillance operating 24 hours a day, and insurance cover for the risks typical of warehouse activity: Goods in storage are covered by an insurance policy. On request the Supplier will provide the Client with evidence of the policy in force. The Client undertakes to take out, where it considers this appropriate in relation to the value of the Goods, its own policy covering the Goods in storage and in transit, with the insurer waiving subrogation against the Supplier for the events covered.

11.4 Time bar on claims

The Client forfeits the right to dispute shortages, damage or anomalies relating to the Goods if it does not notify them in writing within 5 Working Days of the receipt notification or of the making available of the related report or photographic documentation, and in any event no later than 30 days from handover of the Goods to the carrier for shipment to the final recipient.

11.5 Inventory management

The inventory recorded in the Supplier's management system constitutes operational evidence of stock, subject to correction following physical checks, periodic inventories or subsequent findings. In the event of discrepancy between the quantities declared by the Client and those physically received or recorded, the quantity established by the Supplier is presumed correct, save for evidence to the contrary provided by written and reasoned challenge, with adequate supporting documentation, within the period set out in section 11.4. Where the Goods are delivered in sealed packages, wrapped pallets or containers and the service requested does not include counting of the internal units, the Supplier attests only to the number of packages or pallets received, intact and untampered with, and not to the quantity of units contained in them; counting of internal units may be requested as an additional service.

12. Indemnity

The Client shall indemnify and hold harmless the Supplier, its directors, employees and collaborators from any claim, loss, penalty and cost, including legal expenses, arising from: breach of the representations and warranties in section 4; non-conformity of the Goods with product, safety, labelling or third-party intellectual property regulations; infringement of third-party rights, including trade mark owners, in connection with the Client's sale of the Goods; and incorrect, incomplete or late instructions given to the Supplier. The indemnity does not apply to loss arising from the Supplier's wilful misconduct or gross negligence in performing the services.

13. Non-compete and non-solicitation

Where expressly activated in Annex A, the Supplier undertakes, for the entire duration of the contract and for the 6 months following its termination, not to sell directly, through the same Platforms used by the Client, products identical in brand and reference (ASIN/EAN) to those specifically identified in Annex A. Absent express activation, this section does not apply. Excluded from the covenant in all cases are: references already sold independently by the Supplier at the date of signature; products of the same brand but with a different reference; and the Supplier's ordinary activity on behalf of other clients, even where they operate in the same product sector. The Supplier will not use the Client's confidential commercial information — suppliers, purchase prices, volumes, commercial strategies — for purposes other than performance of the services. The Client undertakes, for the duration of the contract and for the 6 months following termination, not to solicit or hire, directly or indirectly, employees or collaborators of the Supplier with whom it has come into contact, save with written consent.

14. Confidentiality and data protection

Each party undertakes to keep confidential the other's technical, commercial and organisational information learned in performing the contract, and not to disclose it to third parties or use it for other purposes, for the entire duration of the relationship and for the 12 months following. Processing of personal data is carried out in compliance with Regulation (EU) 2016/679. To the extent that the Supplier processes, on the Client's behalf, personal data of the Client's end customers — names, addresses and contact details necessary for shipping and returns handling — the parties simultaneously sign Annex B, appointing the Supplier as Data Processor pursuant to Art. 28 GDPR. Each party remains an autonomous controller of the data relating to its own personnel and commercial contacts.

15. Access to selling Platforms

The Supplier does not request, and the Client is not required to provide, direct access credentials to the Client's account on the Platforms, including Amazon Seller and Vendor Central. Where necessary, integration takes place exclusively through the Supplier's proprietary management system (EcomPrep), integrated with the Amazon Selling Partner API, subject to authorisation granted by the Client through the Platform's own official procedures and revocable by the Client at any time from its own account. The Client remains solely responsible towards the Platforms for the management, security and any suspension of its account, save for the Supplier's liability for conduct directly attributable to it.

16. Subcontracting

The Supplier may use couriers, carriers, subcontractors or temporary personnel of its own choosing for the performance of the services, remaining in any event liable to the Client for proper performance of the contract as provided therein.

17. Duration and withdrawal

The contract is of indefinite duration from the date of signature. No minimum term, no guaranteed minimum volume — save as may be agreed in Annex A — and no penalty for withdrawal by either party is provided for. Either party may withdraw freely, without obligation to give reasons and without charge, by written notice sent by PEC or email to the addresses stated in the contract, on 30 days' notice running from the day of receipt. Withdrawal is effective irrespective of any outstanding financial items. If the Client sends no Goods for a continuous period exceeding 90 days, the Supplier may terminate the contract and deactivate the Client's account on its management system, on 15 days' prior written notice. During the notice period the Supplier will continue to fulfil orders in progress on the terms of the contract.

18. Termination for breach

Either party may terminate the contract with immediate effect, pursuant to Art. 1456 of the Italian Civil Code, by written notice sent by PEC, in the event of serious breach by the other, and in particular — for the Client: non-payment, even of a single invoice, 30 days after its due date; delivery of Goods falling within the excluded categories without prior written agreement; breach of the representations and warranties in section 4. For the Supplier: serious and repeated loss of or damage to the Goods through wilful misconduct or gross negligence; serious and repeated breach of the confidentiality obligations. Termination does not prejudice the non-defaulting party's right to compensation for further loss.

19. Termination effects, return and uncollected goods

On termination of the contract, for whatever cause, the Client must give shipping or collection instructions for all Goods still in stock within 15 days of the effective date of termination, at its own care and expense. The Supplier is entitled to retain the Goods as security for its claim, pursuant to Arts. 2761(3) and 2756(2) and (3) of the Italian Civil Code and any other right of retention or lien provided by law in relation to the custody activity, until payment in full. Once the 15-day period has expired without action, a 100% surcharge on the ordinary storage rate applies to the remaining stock.

19.1 Sale of uncollected goods

Once a further 60 days have elapsed from the sending, by PEC, of formal notice to collect the Goods, the Goods will be deemed definitively uncollected. The Supplier may commence the sale procedure in compliance with the formalities laid down by Arts. 2761, 2756(3) and 2797 et seq. of the Italian Civil Code on the sale of pledged assets, in satisfaction of its claim and of the costs incurred, accounting to the Client and returning to it any surplus. Destruction of the Goods, in place of sale, is permitted exclusively for goods without appreciable commercial value, deteriorated, expired or dangerous, or with the Client's written consent. Any mandatory rules to the contrary continue to apply.

20. Force majeure

Neither party will be liable for delay in or impossibility of performance where this is due to unforeseeable events beyond its reasonable control, such as natural disasters, fire, epidemics, measures of public authorities, strikes of its own staff or of third-party couriers and carriers, prolonged interruption of IT systems or of the Platforms not attributable to the Supplier, war or acts of terrorism. The affected party will notify the other in writing as soon as possible, indicating the likely duration of the impediment; suspended obligations resume on cessation of the event. Where the event continues for more than 60 days, either party may withdraw with immediate effect.

21. Assignment and notices

The contract may not be assigned, in whole or in part, without the other party's prior written consent, save for the Supplier's right to assign it to a parent, subsidiary or affiliated company, or in the event of a transfer of business or of a business division, notifying the Client. Every notice relating to the contract must be given in writing, by PEC, email or registered post with return receipt, to the addresses stated in the contract; email notices are deemed validly received subject to evidence to the contrary. Each party must promptly notify any change to its contact details.

22. Dispute resolution and jurisdiction

The parties will attempt in good faith an amicable settlement of any dispute within 30 days of the related written challenge. Where amicable settlement is unsuccessful, and with the sole exception of debt recovery actions, summary proceedings and applications for interim or urgent measures, the parties will attempt mediation before a mediation body with territorial jurisdiction. Where mediation concludes without agreement, or is not available within the statutory time limits, the dispute may be referred to the courts. The Court of Bergamo has exclusive jurisdiction over any dispute.

23. Final provisions

The contract, together with its annexes, constitutes the entire agreement between the parties in relation to its subject matter and supersedes any prior understanding, written or oral. Any amendment must be made in writing and signed by both parties, including by exchange of emails from the addresses stated in the contract, failing which it is ineffective. The invalidity of one or more clauses does not prejudice the validity of the remaining clauses, which remain fully effective; the parties undertake to replace the invalid clause with one pursuing, as far as possible, the same economic and legal result. Any tolerance by one party of the other's breaches does not constitute a waiver of the rights arising from the clauses breached. The contract is governed by Italian law.

24. Clauses subject to specific approval

Pursuant to Arts. 1341 and 1342 of the Italian Civil Code, the Client specifically approves in writing, on signing the contract, the clauses relating to: exclusion and refusal of certain Goods; suspension of the services; termination for breach; revision of the fees; limitation of liability and exclusion of indirect losses; time bar on claims; inventory management and sealed packages; the non-compete covenant, where activated; withdrawal; the right of retention, the storage surcharge and the sale of uncollected Goods; assignment of the contract; and mandatory mediation and jurisdiction.