GENERAL TERM OF SALES
The following General Conditions regulate all sales contracts to be concluded between Gildo Profilati S.r.l. (hereinafter: the “Seller”) and the Buyer receiving this offer (hereinafter: the “Buyer”) concerning the Products of the Seller (hereinafter referred to as “Products”).
Exceptions or changes to these General Conditions will be valid only if expressly accepted in writing by the Seller and will be effective only for the specific sales to which they relate.
Any contractual provisions or general terms and conditions of purchase, introduced by the Buyer, in the orders sent to the Seller or in any other document, that is in contrast with or in addition to these General Conditions, shall be considered null and void.
- SALES CONDITIONS
The sales contract is deemed concluded when the Buyer receives written confirmation of his order from the Seller. Confirmation of the seller’s order implies full acceptance by the buyer of the General Conditions that form an integral part of the offer.
- ORDERS AND DELIVERY OF PRODUCTS
No purchase order of the Products sent by the Buyer shall be binding on the Seller unless it has been expressly accepted in writing by the Seller.
The Seller is not responsible for any loss or damage to the Products after delivery of the Products to the Buyer; in no case shall the Buyer be exempt from its obligation to pay the price of the Products if the loss or damage to the Products occurs after the delivery of the same to the Buyer.
The obligation of delivery of the Products by the Seller may be suspended in all cases of default of the Buyer to its obligation to pay for the Products. In case of delay in the delivery of the Products for which the Seller may be liable, the Buyer shall not be entitled, in any form, to any compensation or penalty for any damage suffered.
- TECHNICAL SPECIFICATIONS OF THE PRODUCTS
The characteristics and/or technical specifications of the Products, even if detailed on the relevant catalogues, brochures, price lists, etc., by the Seller, will be relevant, in order to assess the conformity of the Products, only if explicitly referred to in the order and accepted by the Seller.
The Seller may at any time modify the Products as deemed necessary or appropriate, informing the Buyer of such changes.
- RESERVE OF OWNERSHIP
It is agreed that the delivered Products remain the property of the Seller until the latter has received the full payment of the price.
The Buyer, in compliance with the right of retention of property as provided above in favour of the Seller, must refrain from putting in place acts or conduct such as to prevent the Seller from exercising this right.
The Buyer is prohibited from reselling, assigning, constituting as a guarantee to third parties the Products purchased by the Seller without having previously paid the full price to the same Seller; any enforcement proceedings brought by third parties concerning the Products must be immediately brought to the Seller’s attention.
In case of breach of the obligation of the Buyer as provided for in this article, the Seller shall have the right to cancel with immediate effect all orders of the Products that the Seller has not yet executed, in addition to claiming damages to the extent of the loss of value of the asset held.
- PRICES AND PAYMENT OF PRODUCTS
The Buyer is not authorized to suspend payments or to make deductions, reductions or compensations for any reason even in the case of complaints or disputes, unless a written agreement with the Seller.
- GUARANTEES, COMPLAINTS AND LIABILITY
Any claims relating to the condition of the packaging, quantity, number or external characteristics of the Products (manifest defects) must be notified to the Seller in writing under penalty of forfeiture within 8 days from the date of receipt of the Products. In addition, the Buyer, in case of shortages or damage to the packaging or other external defects, must make appropriate reservations to the carrier. Any hidden defects and defects of the Products must be reported by the Customer under penalty of forfeiture no later than 8 (eight) days after discovery, in any case no later than 90 (ninety) days after delivery to the Customer. Such denunciation must specify the defects found and the Products to which they refer, and must be made in writing.
The Seller makes no warranty and assumes no liability if the Customer is not in compliance with the payments, if the Products have been stored, used or maintained in a manner that does not comply with the Seller’s instructions or otherwise negligently, imprudent or imperishable, if the Products have been modified or tampered with or have been used for purposes other than their normal intended use, as well as in all cases of damage arising from the fact of the Customer, the end user, of persons attributable to them or by third parties in general that the Seller does not have to answer for.
Any disputes arising from these general conditions and/or from sales agreements concluded between the Seller and the Buyer will be devolved to the exclusive jurisdiction and jurisdiction of the Court of Monza (Italy).
The Seller also has the right to agree in court the Buyer, also in order to obtain provisional or protective measures or, in any case, precautionary measures, before the competent judicial authority of the country where the Buyer has its seat.
- REFERRAL OF THE LAW
For anything not covered by these conditions, please refer to the provisions of current legislation in the field.
These general conditions of sale constitute the only agreement reached by the parties in
on the sale of the Products and may not be modified or supplemented, except with the consent of the parties formalized in writing. The nullity of all or some of the clauses of these General Terms and Conditions of Sale shall not extend its effects to other contractual provisions; the parties shall, if and to the extent possible, replace invalid clauses with other valid agreements having equivalent or similar content.
The Italian text of these General Terms and Conditions of Sale, although written in several languages, will be considered as the only authentic text for the purposes of their interpretation.
If one of the parties fails to take legal action or to exercise a right under these General Terms and Conditions of Sale, such acquiescence shall not be construed as a final waiver or the same right.