Giopato & Coombes

Terms & Conditions

Art. 1. Object and scope of application.

These General Sale Conditions, hereinafter referred to as "Conditions", govern and apply to the supply of G&C goods as the only effective conditions governing the relationship with the Customer, prevailing over any general or conditions of these. The Customer waives the application of his general and purchase-conditions, in any case ineffective in relations with G&C. Written acceptance by the Customer of the supply offer in force of which G&C will start the execution of the manufacture or carry out the delivery also constitutes express acceptance of these Conditions as well as the acceptance of the supply implies the acceptance of all conditions. These Conditions are applied to all supply relationships even if not referred to in the specific contractual documents. The supply is governed, in addition to these Conditions, by the technical data sheets, drawings and documents referred to therein. Although not mentioned, the provisions of the Italian civil code will be applied.

Art. 2. Conclusion of the contract.

The Contract is concluded when G&C is informed that the supply offer has been accepted by the Customer by written order confirmation. Purchase order sent to G&C are not binding until their complete and integral acceptance by G&C.

Art. 3. Content of the offer or of the acceptance of the order confirmation.

The goods, described by type and quantity, will be indicated together with all the other elements of the supply, in G&C's offer, then confirmed by the Customer, with indication of delivery date, technical specifications and any other element deemed useful for the purpose of the supply.

Art. 4. Price and payment methods.

The sale price and the advance payment that the Customer shall pay with the order confirmation are indicated in G&C's supply offer, which is then accepted by the Customer. Unless otherwise agreed, the prices may be subject to revision and variation according to the variation of the manufacturing costs of the goods (merely indicative and not exhaustive, as for raw materials, labour, energy, packaging, fixed percentages). All obligations of G&C in the supply of goods, understood the obligation to start the execution of the written order and delivery are subject to payment by the Customer at the purchase price of the goods as indicated and quantified in detail in the G&C supply offer. G&C will therefore not be responsible in any way for delays in deliveries if such delays are due to failure to fulfill the obligation to pay the price, which is a condition for the start of the execution of the contract.

Art. 5. Transfer of goods and delivery term. Retention of title.

In cases where the delivery is EXW or FCA, G&C delivers the goods by placing them at the disposal of the Customer at its owned factory or at the forwarder chosen by the Customer, who will bear all the transport costs for the goods till the destination. From the moment the goods are made available at its owned factory or at forwarder, the Customer will bear all risks of loss, or damage to the goods, even if dependent on transport. The delivery term for G&C can never be considered mandatory and essential. G&C will keep the Customer informed in advance of delivery times, shipment of the goods and any other fact deemed necessary for the purpose of the supply. In case that G&C agrees to deliver the goods as an exception before having first received the full payment of the price, the ownership of the goods will pass to the Customer only with the full payment. In such cases, the Customer must take all possible measures to guarantee the conservation and integrity of the goods, stipulating a suitable insurance policy of which he will provide a copy to G&C.

Art. 6. Delivery.

The shipment of goods will take place from the premises or warehouse of G&C, unless otherwise agreed between the Parties. Unless otherwise agreed, the Customer shall be responsible for organizing the transport and related costs. All risks regarding the Product will be transferred to the Customer at the time of shipment. G&C will keep the Customer informed about the shipment dates by notifying the available ones. If the Customer delays the previously agreed shipping/delivery date, it will reimburse G&C for all damages and costs such as extra storage, handling, insurance and transportation.

Art. 7. Obligations and declarations of G&C.

The goods delivered by G&C will comply with the qualitative and quantitative characteristics specified in the offer accepted by the Customer and will be subject to a warranty period of 12 (twelve) months from the date of the initial delivery, which is extended by an additional 12 (twelve) months for the European, Swiss, and UK markets. This warranty will also apply to replaced or repaired goods. In the event of complaints from the Customer for alleged faults, defects or non-conformities of the products, the Customer must give written notice to the following address within 8 (eight) days from the discovery and must allow G&C to inspect the products. In the lack of communication by the Customer within the above-mentioned term, the latter will forfeit any dispute, objection, or request. The claim communication of the product must be accompanied by photographs and documents helpful to allow G&C to verify it jointly.  G&C will be able to replace the product or parts of it at its own expense in the event of disputes from the Customer but will not respond in the event of problems due to incorrect assembly or installation of the products without strict compliance with the technical data sheets, the installation manual, the rules of state art or in any case in which the indications on the products, on the environment where they will be installed and on any other aspect that may be relevant for the purposes of installation or conservation have not been strictly observed by the Customer. Returned goods will not be accepted unless authorisation of G&C in writing. In this case goods will be shipped at the customer’s expences and risk and only for unused goods, in perfect conditions and in original packaging. In this case the goods will be credited with the retention of 20% of the net value invoiced to cover reconditioning and transportation costs.

Art. 8. Obligations and declarations of the Client.

Compliance with the payment terms and conditions of the goods must be strictly observed by the Customer as indicated in the supply offer. A delay of even one day will entitle G&C to suspend the supply according to the provisions of art. 4 or to legally terminate the contract pursuant to art. 1456 of the Italian civil code at its sole discretion with the right to obtain compensation for the damages suffered. For no reason, not even in the event of dispute of the goods, the Customer will have the right to suspend payment of the goods.

Art. 9. Force majeure.

There is force majeure in any case in which the supply is delayed, prevented or hindered by events not dependent on the will or beyond the control of the Parties, such as, for example, actions or omissions by government or public authorities, civil unrest, strikes or union disputes, blocks or embargoes, interruptions in the supply of electricity or fuel, floods, natural disasters, epidemics and/or pandemics, non-delivery of raw materials available on the national market. In such cases, the supply will be considered suspended for a period equivalent to the duration of the cause of force majeure and the need for restoration, with the responsibility of the interested party to send a motivated written communication to the other party confirmed by the local chamber of commerce or equivalent deed. If the suspension lasts for more than six months, each party may withdraw from the contract by giving written notice to the other party without the application of penalties.

Art. 10. Intellectual property. Confidentiality and know-how.

All industrial and intellectual property rights on the products supplied belong exclusively to G&C which cannot be transferred to the customer or third parties in any way. It is forbidden to the Customer and third parties to make any modification, even marginal, to the products, even with references to the distinctive signs present on them. In any case of violation of this article, all damages suffered and pending must be compensated to G&C. All the documentation made available by G&C to the Customer for the execution of the supply, besides remaining the exclusive property of G&C, is strictly confidential and cannot be disclosed, copied, reproduced, but only and exclusively used by the Customer for the purposes of supply. The Customer is bound to the utmost confidentiality on all news, price lists, products, information on commercial practices, company organization, know-how, techniques, commercial and industrial plans of G&C and any other information known in force of the supply; the obligation of confidentiality will remain even beyond the term of validity of the contract. The Customer must keep the information strictly confidential and must not use and communicate it for different purposes or outside the provisions of the contract, except for its own personnel and any auditors and subjects responsible for control and supervisory functions and, in any case within the limits of what is strictly necessary.

Art. 11. Withdrawal of G&C.

G&C reserves the right to exercise the withdrawal from the supply contract by means of written communication to be sent to the Customer who will be held harmless of the costs incurred until the communication of withdrawal. The withdrawal may also be exercised in the event of the Customer bankruptcy proceedings and in the event of corporate changes of control, such as mergers, demergers, transfers of company or company branches.

Art. 12. Treatment of personal data.

The parties declare that they are informed and give their mutual consent to the processing of their respective data pursuant to the Consolidated Privacy Act pursuant to Legislative Decree 196/2003 as possibly amended or supplemented and to EU regulation 2016/679.

Art. 13. Final provisions.

Unless otherwise expressly provided, all communications between the parties must be made in writing. Any changes to the supply will only take effect if confirmed in writing by G&C.

Art. 14. Disputes: Jurisdiction and applicable law.

Disputes that may arise between the parties with reference to the application of these Conditions and to the supply will be devolved to the exclusive jurisdiction of the Italian judge or to the Court of Treviso or to the Specialized Section in business matters of the Court of Venice. The law that governs these Conditions and that will regulate the supply will be the Italian one. If the documentation relating to the supply is drawn up in several languages, prevalence will in any case be given to the Italian one or, failing that, to the English one.