General Selling Conditions

Introduction
GSI Srl is a company producing transmission components (hereinafter "Products") set up according with the projects of its Customers, who provide GSI Srl with drawings, specifications and technical information to build the Products.

1. General indications on the GCS

These General Conditions of Sale (GCS) define the methods of Sale between GSI Srl (hereinafter also identified as "The Seller") and its Customers (hereinafter also identified as "The Customer" or "the Buyer"). These GCS are also reported on our website (www.gsi-ingranaggi.it). For this reason, the Customer has to read it carefully since the reception of our Offer, these need to be printed, read and kept even before accepting our Offer, which assume to know and accept these GCS. GSI Srl reserves the unquestionable right to modify at any time these General Conditions of Sale, without retroactive effect.

2. Offer and Order
The offer sent by GSI srl, being based on the market prices of raw materials and industrial costs, such as energy and labor, and being these subject to change, is valid for thirty days (30), unless otherwise specified, after which it loses all significance. Any order made by the Buyer in any way, including by e-mail, telephone, fax or post, is subject to written acceptance (Order Confirmation) by our Company. The transmission of the order commits the Buyer to the prices and also determines the full and unreserved acceptance of these GCS, with the consequent commitment of the Buyer to fulfill all the obligations envisaged. There can be some exception about specific clauses which have previously agreed in writing and signed for acceptance by the parties. The Client's order is binding and can not be revoked or modified without the consent of GSI srl. All orders transmitted by the Client to GSI srl in electronic form of any origin (fax, e-mail, internet, etc.) are to be considered equivalent to contracts stipulated in writing with the same substantial and evidential value.
Due to the Seller's production process, the quantities delivered may differ from the order of the Client to:
+/- 5% if the order quantity is greater than or equal to 100 pieces
+/- 3pcs if your order quantity is less than 100pcs

3. Order confirmation - conclusion of the contract - Place of stipulation

The sales contract will be considered concluded and stipulated, also in derogation to the general legislation, becoming binding for both sides, when GSI Srl sends the Order Confirmation to the Buyer (Street e-mail, fax, mail, to hands). Procedures, such as "silent consent" or similar are not accepted by the Seller GSI Srl, and only the sending of the Order Confirmation commits the Seller to supply the Products to the Client. Therefore, orders of any nature that have not received an Order Confirmation will not be considered binding. This Confirmation Order sent from our Company defines and reports all the final conditions and contents binding for the Contract, including these General Conditions, which form an integral part of it. Any written conditions or oral will not have value if not reported in the text of our Confirmation Order or if not confirmed in written by our Company.

4. Order changes/cancellations
Orders already received can not be modified or canceled without written consent of GSI Srl. No variations or changes are agreed when machining has already been undertaken. Any expenses resulting from the cancellation or modification of the order will be invoiced to the Customer, except in case of great damage.

5. Shipping/collection of products
The delivery time is ex-works (as defined in the ICC Incoterms, 2020 edition) at the GSI Srl plant, unless otherwise agreed; the transport of the material is always at the Buyer's risk. If for any reason the customer does not accept the delivery of the products ordered due to a fact independent of the Seller, the delivery is understood to be carried out for all purposes with the simple notice of goods ready and the price will become required from that date. In any case, discharge is a care and expense of the recipient.

6. Check for defects
Upon receipt/collection of the product, the Customer has the burden to check the order to verify its compliance for quality and quantity in accordance with the one ordered. Therefore, to propose every eventual complaint, under penalty of forfeiture, in written within the terms specified in Article 1495 of the Italian Civil Code. Verification, under penalty of forfeiture, must be carried out before any additional processing on the Products. Any complaints must describe the defects found in a detailed and specific way. On request of our Company must include the return of the defective product. The complaint can never result in the cancellation or reduction of the price, or the order placed by the Customer and, in any case, the payment must not be made after the established deadline.

7. Terms of delivery and liability
The term of confirmed delivery is indicative and not essential, so that any delays will not affect the validity of the order. GSI Srl is not responsible towards the Client for the lost of production, profit, use, contracts or for any other damage direct and indirect that issues from the missed respect of the delivery of the product in the already mentioned term. Furthermore, so far as it verifies fortuitous cases or due to force majeure, such as scarce availability of raw materials or energy, breakage to the machinery, strikes or lockout, claims, interruptions from work, railway interruptions, etc. that paralyze or limit or otherwise hinder the work of GSI Srl and/or the arrival of the commissioned material by our Company to proceed with the processing covered by the contract, the Seller undertakes to promptly inform the Purchaser and to take steps to minimize the delivery delay resulting from these circumstances.

8. Features and technical data
The projects, documentation or other information of a technical nature provided by the Client must not be used for purposes other than those for which they were provided. Furthermore, without the consent of GSI srl they cannot otherwise be used, copied, reproduced, transmitted or communicated to third parties.

9. Terms of payment. Default interest. Invoice disputes.

If during the supply there are increases in industrial and material costs with significant impacts and/or changes in exchange rates or other factors, GSI srl reserves the right to request an adjustment of the confirmed prices to the Customer, starting from the dates on which such increases have intervened. The payment must be made, unless otherwise agreed, within the term and by the means indicated in the Seller's order confirmation.
In case of non-payment or delayed payment, the interest on arrears is due to the Seller (pursuant to Legislative Decree 231/2002) starting from the unpaid due date, without the need for formal notice, and all credits will become payable with forfeiture of the benefit of the term. Any dispute relating to invoicing must be communicated in writing, under penalty of forfeiture, within 10 days from the date of receipt.
No objection for any non-fulfillment or legal actions of any kind may be raised or exercised by the Client, unless after full payment of the price. No compensation is allowed between the price due to the Seller and any credits claimed by the Buyer. The Buyer is obliged to pay the price in full, even in the event of disputes, by applying the "solve and repete" clause. The payment of the goods must take place upon delivery/collection or within the established deadlines.

10. Right of withdrawal and suspension of execution

In the event of late payments by the Customer, GSI srl reserves the right to suspend, even without notice, and/or withdraw from any contracts in progress, even if different from those to which the delay refers or non-payment. 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 must be considered peremptory and not extendable or derogable, will also give the Seller the right to demand in a lump sum the residual still due with forfeiture of any term benefit, which must in any case result from a specific written deadline. The Seller also reserves the right to withdraw and/or suspend the production whenever the Client is also responsible for protests from third parties and/or other signs of insolvency and whenever circumstances come to his knowledge that cast doubt on the solvency of the Client, and the payment of the price or consideration within the agreed terms.

11. Precautions for the storage of the Products

The packaging of the Products is suitable for storage in a covered and heated environment; oxidations resulting from storage in unsuitable places do not constitute a defect of the Product attributable to the Seller.
In any case, the Products are guaranteed against oxidation for a period not exceeding 6 months.

12. Warranty

GSI srl guarantees the conformity of the products: by conformity of the products it is meant that they correspond in quality and type to what is established in the Purchase Order of the Customer and drawings and technical documents sent by the Customer attached to the Order itself. The warranty offered is limited to the repair or replacement of Products that are found to be defective due to manufacturing deficiencies. GSI srl does not recognize further damages such as, by way of non-exhaustive example, we indicate: damage to reputation, damage from lost turnover, costs for recall campaigns, costs for work carried out by the Buyer on defective products of the Seller etc.

13. Privacy

Pursuant to and for the purposes of Legislative Decree 196/03 and Legislative Decree 101/2018 (application of the European Regulation n.679 / 2016 GDPR), the Client is informed that the data provided will be processed with the criteria and systems designed to guarantee their confidentiality, and security and may be communicated by GSI Srl to third parties for the execution of the contract. This processing is necessary in the execution of the obligations deriving from the contractual relationship and, therefore, does not require the consent of the Customer. GSI Srl undertakes to collect personal data with the exclusive purpose of registering the CUSTOMER and activating the procedure for executing the order against him; the data will be processed in compliance with current legislation. The CUSTOMER gives consent to the processing of personal data for the completion of the order. The right of the Customer is the right to oppose for legitimate reasons, to request its updating, rectification or cancellation and this with a written request.

14. Communications
All communications regarding this contract must be made for signed up, And yes they will feel validly carried out self sent to half PEC, mail or fax to the following address:

GSI Srl - Salvatore Quasimodo, 9, 42023
Cadelbosco di Sopra, RE;
email : gsi@gsi-ingranaggi.it
PEC: gsisrl@gigapec.it
tel. 0522 917750

15. Prevalence
These General Conditions of Sale are prevalent in the cases in which there are discrepancies or divergences between them and the specifications, orders, or other documents issued by the Buyer

16. Exclusive forum

For any dispute arising from these << General conditions of sale >> the Court of: Reggio Emilia is exclusively competent, without any other possibility of derogation and with the exclusion of any other.
ASK FOR QUOTATION
GSI Ingranaggi S.r.l.
Via S. Quasimodo, 9 - 42023
Cadelbosco Sopra (RE)

Tel. +39 0522.917750 / 917365
E-mail gsi@gsi-ingranaggi.it


© 2023 GSI Ingranaggi S.r.l. - Via S. Quasimodo, 9 - 42023 Cadelbosco Sopra (RE) - P.Iva 00211250352 - NUM. REA RE-110195 - PEC: gsisrl@gigapec.it - gsi@gsi-ingranaggi.it
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