ForewordG.S.I. Srl is a company operating in the field of the construction of transmission organs (hereinafter referred to as "Products") set up in accordance with the designs of its Customers, who provide G.S.I. Srl with drawings, specifications and technical prescriptions on the basis of which the Products are to be constructed.
General information on GTC These General Terms and Conditions of Sale (CGV) define the terms and conditions of Sale between G.S.I. Srl (hereinafter also referred to as "The Vendor") and its Customers (hereinafter also referred to as "The Customer" or "The Purchaser"). These GTC are also set out on our website (www.gsi-ingranaggi.it). For this reason, the Customer is obliged to read them carefully as soon as he receives our Quotation, and to print, read and keep them, even before sending acceptance of the Quotation, which presupposes knowledge and acceptance of these GTCS. G.S.I. Srl reserves the unquestionable right to amend these General Terms and Conditions of Sale at any time, without retroactive effect.
Quote and Order The quotation sent by G.S.I. srl, being structured on the market prices of raw materials and industrial costs, such as energy and labour, and being susceptible to variations, is valid for thirty (30) days, unless otherwise specified, after which it loses all validity. Any order placed by the Purchaser in any manner, including by e-mail, telephone, fax or post, shall be subject to written acceptance (Order Confirmation) by our Company. The transmission of the order binds the Buyer to the prices and also determines the full and unreserved acceptance of these GTCs, with the consequent commitment of the Buyer to fulfil all the obligations provided for. This shall be subject to any special clauses agreed upon in advance in writing and signed for acceptance by the parties. The Buyer's order is binding and cannot be revoked or modified without the consent of G.S.I. srl. All orders transmitted by the Customer to G.S.I. srl in telematic form of whatever origin (fax, e-mail, internet, etc.) are to be considered equivalent to contracts stipulated in written form with the same substantial and probative value.
Due to the Seller's production process, the delivered quantities may differ from the Buyer's order by:
+/- 5% if order quantity is greater than or equal to 100 pieces
+/- 3 pieces if the order quantity is less than 100 pieces
Order Confirmation - Contract Conclusion - Place of ConclusionThe Contract of Sale shall be considered concluded and stipulated, also in derogation of the general regulations, becoming binding for the parties, when the Order Confirmation of G.S.I. Srl reaches the Purchaser (by e-mail, fax, post, by hand). The Seller does not accept practices of the "tacit assent" type; only the sending of the Order Confirmation commits the Seller to the supply of the Products. The Order Confirmation sent by our Company defines and sets forth all final and binding conditions and contents of the Contract, including these General Conditions, which form an integral part thereof. Any written or verbal conditions shall have no value unless reproduced in the text of our Order Confirmation or confirmed in writing by our Company.
Order variations/cancellationsOrders already received may not be changed or cancelled without the written consent of G.S.I. Srl. Modifications or amendments shall not be agreed when processing has already been undertaken. Any costs resulting from the cancellation or modification of the order shall be invoiced to the Customer, without prejudice to any greater damages.
Shipping/collection of productsThe delivery term is ex-works (as defined in the ICC Incoterms, 2020 edition) at G.S.I. Srl's factory, unless otherwise agreed; transport of the material is always at the Buyer's risk. If for any reason the Buyer fails to take delivery of the products ordered due to a fact independent of the Seller, delivery shall be understood to have been made with the mere notice that the goods are ready and the price shall become payable from said date. Unloading in all cases shall be at the recipient's expense.
Checking for DefectsUpon receipt/collection of the Product, the Customer shall be obliged to check it, to verify its compliance in quality and quantity with the Product ordered, and to submit any complaints, under penalty of forfeiture, in writing within the terms specified in Article 1495 of the Italian Civil Code. Verifications, under penalty of forfeiture, shall be carried out before any additional processing is carried out on the Products. Any complaints shall have to be detailed and specific, shall have to indicate exactly the defects found and, at our Company's request, shall also include the return of the defective product. The complaint may never result in the cancellation or reduction of the price or the order by the Customer and, in any case, in payment after the due date.
Delivery terms and liabilityThe confirmed delivery date is indicative and not essential, so that any delays shall not affect the validity of the order. Therefore, G.S.I. Srl shall not be liable to the Customer for loss of production, profit, use, contracts or any other type of direct or indirect damage resulting from failure to deliver the product within the aforementioned deadline. In addition, if fortuitous cases or force majeure occur, such as, for example, scarce availability of raw materials or energy, machinery breakdowns, strikes or lockouts, accidents, work stoppages, railway interruptions, etc., that paralyse or limit or in any case hinder the work of G.S.I. Srl and/or the arrival of the material commissioned by our Company to proceed with the processing object of the contract, the Seller undertakes to promptly inform the Purchaser and to work to reduce the delay in delivery resulting from such circumstances to a minimum.
Features and technical dataPlans, documents or other information of a technical nature provided by the Customer shall not be used for purposes other than those for which they were provided. Furthermore, without the consent of G.S.I. srl they may not be otherwise used, copied, reproduced, transmitted or communicated to third parties.
Terms of payment. Moratory interest. Invoice disputes.If during the course of the supply there should be increases in industrial and material costs with significant impacts and/or changes in exchange rates or other factors, G.S.I. srl reserves the right to request an adjustment of the prices confirmed to the Customer, starting from the dates on which such increases occurred. Payment shall be made, unless otherwise agreed, within the term and by the means indicated in the Seller's order confirmation.
In the event of non-payment or delayed payment, interest on arrears shall be due to the Seller (pursuant to Legislative Decree No. 231/2002) from the date of the unpaid due date, without the need for a notice of default, and all receivables shall become due and payable with forfeiture of the benefit of the term. Any dispute concerning invoicing must be communicated in writing, under penalty of forfeiture, within 10 days from the date of receipt.
No objection for non-performance or legal action of any kind may be raised or exercised by the Customer unless the price has been paid in full. No set-off shall be permitted between the price due to the Seller and any claims of the Buyer. The Buyer shall be obliged to pay the price in full even in the event of disputes, the "solve and repete" clause shall apply. Payment of the goods shall be made at the time of delivery/collection or within the established due date.
Power of Withdrawal and Suspension of ExecutionIn the event of late payment by the Customer, G.S.I. srl reserves the right as of now to suspend, even without notice, and/or to withdraw from any contracts in progress, even if different from those to which the delay or non-payment refers. And this without any right on the part of the Customer to indemnity or compensation of any kind. Failure to pay within the established terms, which shall be considered peremptory and cannot be extended or waived, shall also give the Seller the right to demand in a lump sum the residue still due with forfeiture of any benefit of term, which must in any case be evidenced by a specific written deed. The Vendor also reserves the right to withdraw and/or suspend performance whenever protests, also from third parties, and/or other signs of insolvency are found against the Customer and whenever circumstances come to its knowledge that cast doubt on the solvency of the Customer and the payment of the price or consideration within the agreed terms.
Precautions for Product StorageThe packaging of the Products is suitable for storage in a covered and heated environment; oxidation resulting from storage in unsuitable places does not constitute a defect in the Product attributable to the Seller.
In any case, the Products are guaranteed against oxidation for a period not exceeding 6 months.
WarrantyG.S.I. srl guarantees the conformity of the Products: conformity of the Products means that they correspond in quality and type to what is set out in the Customer's Purchase Order and drawings and technical documents sent by the Customer as an attachment to the Purchase Order. The guarantee offered is limited to the repair or replacement of Products found to be defective due to manufacturing defects. G.S.I. s.r.l. does not recognise further damages such as, by way of non-exhaustive example, damages to reputation, damages for loss of turnover, costs for recall campaigns, costs for work carried out by the Buyer on defective products of the Seller, etc.
PrivacyPursuant to Legislative Decree 196/03 and Legislative Decree 101/2018 (application of European Regulation No. 679/2016 GDPR), the Customer is informed that the data provided will be processed with the criteria and systems suitable to guarantee their confidentiality and security and may be communicated by G.S.I. Srl to third parties for the execution of the contract. Such processing is necessary in the execution of the obligations arising from the contractual relationship and, therefore, does not require the Customer's consent. G.S.I. Srl undertakes to collect personal data for the sole purpose of registering the CUSTOMER and activating the procedure to execute the order; the data shall be processed in compliance with the relevant legislation in force. The CUSTOMER consents to the processing of personal data for the execution of the order. The CUSTOMER has the right to oppose the processing of personal data for legitimate reasons, to ask for their updating, rectification or cancellation by written request.
CommunicationsAll communications regarding this contract must be made in writing, and shall be considered validly made if sent by PEC, email or fax to the following address: G.S.I. Srl - Salvatore Quasimodo, 9, 42023 Cadelbosco di Sopra, RE; email: gsi@gsi-ingranaggi.it ; tel. 0522 917750
PrevalenceThese General Terms and Conditions of Sale shall prevail in cases where differences or discrepancies exist between them and specifications, orders, or other documents issued by the Buyer.
Exclusive forumAny dispute arising from these <<General Terms and Conditions of Sale>> shall be settled exclusively by the Court of: Reggio Emilia , with no other possibility of derogation and to the exclusion of any other.
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