These Terms and Conditions (hereinafter “General Conditions”) apply to all supplies of products by Giopato & Coombes S.r.l., with head offices in Viale Gian Giacomo Felissent, 116, Treviso, Italy, C.F./V.A.T. Number IT04408130260 (hereinafter G&C or the “Supplier”).
The term “Customer” means the company or the individual that orders the products and is the addressee of the Supplier’s invoice.
1. Subject of the Agreement
G&C will make available the products reported and published on its website, as well as any customized products (hereinafter the “Products”) at the present General Conditions, without prejudice to the mandatory provisions of the applicable law for the protection of consumers that cannot be contractually waived.
2. Structure of the Contract
The agreement between G&C and the Customer (“Contract”) consists of the G&C quotation (“Offer”) prepared according to the Customer’s requests and signed by the Customer for confirmation (“Order”), the technical information provided by G&C, and G&C General Conditions in the versions applicable on the date of the Order. It is understood that only Orders finalized by signature on the G&C quotation will be accepted. Unilateral modifications by the Customer will not be regarded as part of the agreement between the parties. In case of conflict between this document and the Order signed by the Customer, the Order will prevail over the General Conditions. The parties may amend or supplement the Contract only with a document signed by both parties and with reference to the Order to which the changes refer. Any modification to the General Conditions that do not refer to a specific Order can only be made by G&C with the publication of a new version on their website, which will apply only to the Orders sent by the Customer after the publication of the changes.
3. Conclusion of the Contract
Orders will identify the Products, the quantities and the expected delivery dates. Orders will become final only when G&C will receive an anticipated payment equal to 40% of the total supply value. The Supplier will make its best efforts to meet the delivery dates indicated in the Order, which will not be binding.
4. Contract Termination
The Contract may be terminated for non-performance of one of the parties according to articles 1453 and 1454 of the Italian civil code. At the termination of the Contract after the Customer Order for any cause except the Supplier’s non-performance, the Customer will pay the Supplier the full price for the Products ordered.
5. Unilateral Withdrawal
G&C may unilaterally terminate the Contract if the Customer becomes insolvent, subject to creditors’ collective proceedings or goes bankrupt. The Customer will pay the Supplier according to art.16, contract termination.
6. Limitation of Liability
The parties agree that, in the performance of the agreement, the Supplier will not be considered liable for light negligence.
Delivery will take place from the Supplier’s premises or warehouse to the Customer’s carrier unless the Order indicates a different agreement between the Parties. Unless otherwise agreed, the Customer will be responsible for transport organization and expenses. The risk of the Products will be transferred to the Customer at the time of delivery. The Supplier will keep the Customer informed about the delivery dates and will notify the Customer of the availability date. The Customer will take delivery within 8 days from the Supplier’s notice of availability, upon agreement with the Supplier. If the Customer fails to take delivery or, in case of special agreements, fails to provide sufficient information to enable delivery by G&C, it will reimburse the Supplier for all damages and costs such as extra storage, handling, insurance and transportation. If the Customer then asks for a later delivery date, all the related costs will be paid in advance.
8. Supplier's Warranty
The Supplier guarantees that the Products will have the characteristics indicated by the Supplier’s documentation and that they will be correctly functioning for 12 months, if installed in a suitable environment and in compliance with the instructions of the Supplier, with the exclusion of consumable parts and wear and tear. For the purpose of claiming the warranty, the Customer shall, as a necessary condition, report the non-conformities to the Order and the apparent defects within 8 days from delivery. The defects that cannot be identified with a visual inspection may be claimed within 8 days from their discovery and in any event not later than one year from the delivery date. All defects should be notified to the Supplier in writing, in a way that allows proof of delivery of the notice. The notice should also provide adequate evidence (photos, samples, reports) to prove the non-conformity or the defects, and the fact that the defects are production defects or in any event due to the fault of the Supplier. In the terms provided by the warranty, the Supplier undertakes to replace the Products or parts that are defective or do not correspond to the Customer’s Order, free of charge. Within the limits of the applicable law that cannot be subject to contractual waiver, all expenses related to the shipment of the goods will be borne by the Customer. Shipment expenses arising from a consumer’s unilateral withdrawal will be borne by the consumer.
9. Payments and retention of title
The Customer will pay to the Supplier in Euros, the price specified in the Order, at the time and in the manner specified therein. The price will not include transport, or any governmental tax, duties and costs connected to it or related to importing the Products into the country selected by the Customer, even in case it has been agreed that delivery should take place in such country. The price depends also on the quantities ordered; therefore it may change if the quantities of Products in the final Order are less than the initial quotation. If payment is not made within the due date, the Supplier may request interest pursuant to Legislative Decree 231/2002 (Italian legislation) and delay, at the Customer’s expense, the shipment of the ordered Products. If payment is delayed more than 30 days, the Supplier will have the right to terminate the agreement, upon written notice to the Customer pursuant to art. 1456 of the Italian Civil Code. If the Products cannot be delivered due to the fault of the Customer, the agreed price will be entirely debited to the Customer. With reference to both standard and customized Products, the Supplier will retain the title until the price has been entirely paid. The Customer will adequately insure the Products subject to retention of title against all risks of loss, damage, or theft. The Customer already gives its consent for G&C to assign its credit to the Customer to a third party. The assignment will produce its effects on the Customer from the moment it will be notified of it.
10. Force Majeure
Both parties will not be liable for delays and suspension in performance due to circumstances of an exceptional and or unforeseeable nature beyond their control including, but not limited to, acts of nature, war and riots, as well as strikes and other serious labour disputes. The delaying party must promptly notify the other of the reasons for the delay of its performance, and its obligations will be suspended for the period in which the circumstances causing the delay to persist. If the delay continues for more than six weeks, each of the parties will be able to terminate the contract and will not be liable for any further damage to the other.
11. Intellectual Property Rights
G&C is the exclusive owner of the copyright on the Products, and it will retain all intellectual property rights related to them. The Customer undertakes to keep any distinctive sign of the Supplier on the Products unchanged and commits not to violate, directly or indirectly by collaborating with a third party, the intellectual property rights of the Supplier and to inform the Supplier promptly of any violation or attempt to do it by any third party. Nothing in this agreement is meant to transfer any intellectual property rights concerning the Products to the Customer. Sketches, designs or models that may have been shown or in any way made available to the Customer in whatever phase of elaboration, may be used by the Customer only for the purposes of this agreement. The Customer commits therefore not to copy or imitate the Products as well as any trademark that refers to them in any way, whether directly or indirectly. Without the permission of G&C the Customer is not allowed to copy, even in part, pictures, designs, brochures, DVDs or any other G&C material or to use it on any website. The content as well as the functional characteristics and the form of the Supplier’s website (including any trademarks, service marks, text, graphics, logos icons or images) are the exclusive property of the Supplier and its licensors and therefore cannot be reproduced or used by the Customer for any purpose without the Supplier’s consent. The Customer will not refer to or attribute any information or statement to G&C or its licensors in any public medium (e.g., press release, websites) and it will not use or reproduce any Trademark of, or imply any endorsement by or relationship with, G&C or its licensors unless expressly authorized. The Customer acknowledges and confirms that G&C has the right to use and publish all designs on which G&C has the copyright, phots of G&C products, including customized products as well as images of the installation in the Customer’s premises. It will be G&C responsibility to ask for the consent of the author of photos and images, whenever necessary.
Each party shall treat as confidential the information received from the other party for the performance of the Contract or related to it of a commercial, organizational, or technical nature unless they are already in the public domain or in its legitimate possession and shall not disclose it unless it is legally required. The receiving party will only disclose confidential information to those employees or subcontractors/consultants who need to know it for the performance of the Contract, and it will be responsible for compliance with all the terms of this article by such employees or subcontractors/ consultants. The obligations of the parties set out in this article will remain valid for five years after the termination of the Contract.
13. Processing of Personal Data
With regard to the activities related to the implementation of this agreement, the parties shall comply with the provisions of the Italian legislation in force, according to their respective roles.
14. Applicable Law and Jurisdiction
These General Conditions are governed by Italian law. The Tribunal of Treviso, Italy, will be exclusively competent to rule on any controversy related to the Contract that may arise between the parties.
These conditions are available in English and Italian. In the event that translations are used in negotiation to facilitate dialogue, it is understood between the parties that in the case of conflict, the English version prevails.