» General term and conditions of sale – Giesse S.p.A

General term and conditions of sale – Giesse S.p.A

These General Terms and Conditions govern the relationship between GIESSE S.P.A (F.C. 02480780374 and VAT number 00581811205), Via Tubertini, 1, 40054 Budrio (BO) (herein after referred to as “GIESSE”) and the “CLIENT”.

Scope
1. 1.1. Every order and supply stipulated between GIESSE and the CLIENT with effect from the date of this agreement subscription are governed by these General Terms and Conditions that constitute the framework agreement regulating every contractual relationship between the Parties.
2. 1.2. These shall be clearly understood as fully recalled in relation to every following order and/or contract.
3. The General Terms and Conditions contained in this document solve and replace all the previous negotiations, writings and commitments between GIESSE and the CLIENT and govern every ongoing relationship.
4. 1.3. Potential exemptions to these General Terms and Conditions shall be agreed in written form; in any case, the validity of these exceptional conditions shall be restricted to the specific order for which they were agreed. Such exemptions shall not be understood as amendments to these General Terms and Conditions in relation to previous or following orders.
Orders
1. 2.1. Every purchase order transferred to GIESSE must be in written form and complete, in order to allow GIESSE to clearly identify the ordered goods. The CLIENT must provide all the information and indications necessary and/or useful for the proper performance of its obligations to GIESSE in a clear, unambiguous and detailed way. GIESSE may request the CLIENT to provide documents and/or other material useful for the obligation implementation at any time. The CLIENT is the sole and fully responsible for what it has provided with and/or submitted to GIESSE.
2. 2.2. In each order the CLIENT shall refer to these General Terms and Conditions that are governing every relationship between the parties. This General Terms and Conditions are in any case applicable to every contractual relationship between GIESSE and the CLIENT, regardless of their mentioning in the order.
3. 2.3. Each order sent to GIESSE by the CLIENT constitutes a contract offer, according to the terms of these General Terms and Conditions and the order itself.
4. 2.4. The contract is concluded at the time of the CLIENT’s knowledge (art. 1326, 1335 c.c.) of GIESSE order acceptance. Such acceptance may be given through letter, fax or e-mail.
5. 2.5. GIESSE retains the right to modify in any moment the features of its products, notifying the modification through the publication of the updated catalogue.
Prices and payment modalities
1. 3.1. The price applicable to each supply is the one displayed in GIESSE Price-List at the time the order acceptance is sent. Such prices are valid for a number of products no less than the number of goods contained in the original package.
2. 3.2. The list prices are net of VAT and of any other tax and/or fee and/or tariff.
3. 3.3. VAT applies according to the legislation in force. The CLIENT shall provide GIESSE with every information necessary to ensure the proper application of the existing VAT legislation to each supply.
4. 3.4. The place of payment, also for the effects of breach of contract according to art. 1219 c.c., is before GIESSE domicile, regardless of the payment modalities agreed upon.
5. 3.5. The payment conditions set out in the order acceptance and/or in the invoice issued by GS are mandatory, and the CLIENT shall accept them as of the execution of these terms of sale. The payment conditions agreed always take into account GS’s power to entrust the goods to the carrier on any given day of the month, strictly depending on and in agreement with the production organization of their own departments.
6. 3.6. Any delay and /or irregularity in payments gives GIESSE, inter alia: a) the right to request the default interests on the amount due from the day after the expiry of the payment date at the rate provided for by law (among which Legislative Decree 231/2002, Law of March 24, 2012 No. 27 and Law of December 17, 2012, No. 221 and subsequent amendments and additions), without prejudice to the right to compensation for the potential greater damage incurred by GIESSE; b) the right to suspend the ongoing supplies execution, even those not relating to the payment at issue.
Delivery
1. 4.1. The due dates of delivery of each supply as set out in the order acceptance that the CLIENT is committed to accept as of now, will be factored to business days and shall be understood as purely for guidance and non-binding for GIESSE itself. GIESSE shall not be liable for a delivery made after the delay set out for each supply.
2. 4.2. At the time the products are received, the CLIENT must verify the necks integrity and the qualitative and quantitative match with what specified in the relevant documents, with the subsequent requirement for the CLIENT to note on the same documents potential discrepancies and/or differences and to report them within 8 (eight) days to GIESSE, otherwise potential entitlement to substitution or compensation shall be lost.
3. 4.3. In case GIESSE, for any reason, will not be able to carry out an order with one unified action, it may fulfil its obligation through partial deliveries, without incurring any liability because of the partial delivery.
4. 4.4. The shipping and delivery modalities, as well as the ones relating to the allocation of costs, are determined in the order acceptance by GIESSE.
Warranty and Liability restrictions
1. 5.1. The products provided for by GIESSE nor are covered by warranty for hidden defects nor are covered by warranty for promised qualities, except as provided for by clauses 5.2, 5.3, 5.4.
2. 5.2. With the exception of misconduct and gross negligence, GIESSE is not liable for any direct or indirect damage that may arise from any vice and/or discrepancy of the provided products; in any case, the burden of proving GIESSE misconduct or gross negligence is on the CLIENT.
3. 5.3. The potential existence of defects, faults or lacks of quality in products, as well as errors or differences of sizes exceeding the normal tolerances of production, that may be detected and reported by the CLIENT according to clause 4.2, compels GIESSE to compensate the CLIENT through, at GIESSE discretion, the reimbursement of the price of the defective products or their replacement with an identical or a functionally similar product, subject to the mandatory condition that the provided products show no tampering of any kind and are installed in full accordance with the technical parameters established by GIESSE and specifically set out in the products instructions of use, or available on the web site, or even available on simple request before GIESSE Technical Assistance. In any case, the CLIENT shall return the defective products according to the modalities specifically identified by GIESSE.
4. 5.4. In case the defective products are replaced by GIESSE according to clause 5.3, no new obligation nor condition will originate from such substitution or replacement.
Force Majeure
1. 6.1. In case of force majeure or interruption in the production for any reason (even one pre-existing the stipulation of the agreement) preventing or worsening the entire or partial supply of the goods, GIESSE will be allowed to extend the time of delivery until the end of the force majeure.
2. 6.2. If after a six months period from the time in which the force majeure event occurred such event has not concluded yet or continues to produce its obstructive effects in relation to the service performance, the order shall be considered as dismissed.
Termination clause
1. 7.1. This agreement shall be considered as expired according to art. 1456 c.c. and with immediate effects, upon written notice by GIESSE if the CLIENT infringes even one of the obligations provided for in clause 3.5 (even in relation to a single payment instalment and/or deadline) and clause 8.1 of this agreement.
2. 7.2. At the time of the agreement termination according to and for the effects of this section, all the orders not already accepted shall be considered automatically dismissed and deleted.
Intellectual property rights – Confidentiality
1. 8.1. Unless otherwise agreed in writing, the CLIENT shall not have a claim on trademarks that are owned by GIESSE and/or by companies directly or indirectly controlled by or linked to GIESSE, nor on other intellectual and/or industrial property rights (including, without limitations, inventions, patents, know-how of each product, process, method, machinery and/or device, trade secrets, distinctive signs, programs, data and databases) of GIESSE and/ or concerning products of GIESSE and/or companies directly or indirectly controlled by or linked to GIESSE.
2. 8.2. The CLIENT acknowledges also that among others (but not limited to) commercial and marketing information, information concerning goods and services prices, technical and technological information, know-how, plans and information relating to the CLIENT needs, data, documents, handbooks, processes, methods, non-material rights, contractual conditions reserved for the CLIENT, agreements, licenses, programs, financial information and any other information provided for by GIESSE (orally or on magnetic, optic or paper medium) during the progress of the relationship with the CLIENT constitute confidential business information, and that these information shall be considered secret information according to law and shall be kept as confidential and in the sole interest of GIESSE.
Processing of personal data
1. 9.1. GIESSE and the CLIENT authorize each other to the processing of personal data relating to the requirements provided for and/or subject to the supply agreements between GIESSE and the CLIENT, in accordance with the existing law in force.
Applicable law and jurisdiction
1. 10.1. These General Terms and Conditions and all the following supply agreements concluded by GIESSE and the CLIENT are governed and ruled by Italian law. The enforceability of the Vienna Convention on contracts for the international sale of goods of 1980 is in any case excluded.
2. 10.2. Any and all disputes between GIESSE and the CLIENT regarding the validity, termination, implementation, effectiveness, interpretation, liability of these General Terms and Conditions and/or individual orders and/or individual supplies, as well as for disputes depending on and/or in any way linked to such relationships, shall be in the exclusive jurisdiction of the Courts of Bologna (Italy).