Article 1 - Introduction
1.1 These general sales conditions regulate the supply relationships between GABRIELI F.LLI S.r.l. and its Customers.
1.2 Any clause contrary to or different from those contained in these general sales conditions, placed by the Customer on its own documents, shall be considered invalid, unless expressly and explicitly accepted in writing by GABRIELI F.LLI S.r.l. Any communication - written or verbal - by the Customer (for example, requests for proposals and/or orders) is understood as a purely executive document of the supply relationship.
1.3 These general sale conditions may possibly include specific clauses that GABRIELI F.LLI S.r.l. will place on the Customer's order confirmation. In case of incompatibility between the general sales procedures and the specific clauses on the order confirmation, these latter shall prevail. The communication of the following general sales conditions does not obligate GABRIELI F.LLI S.r.l. to ratify any negotiations underway.
Article 2 – Responsibility of GABRIELI F.LLI S.r.l.
2.1 Notwithstanding the responsibility of the manufacturer, GABRIELI F.LLI S.r.l. assumes the responsibility regarding the execution of the supply of the products, within the limits and according to the provisions of the dispositions of the regulations in effect as well as the Articles under these General sales conditions.
Article 3 - Orders
3.1 The Customer orders remain subject to the acceptance by GABRIELI F.LLI S.r.l. that it is understood as performed only with the shipping of the products: GABRIELI F.LLI S.r.l. reserves, at its unassailable judgment, the right not to fulfill the order in case of non-compliance of the Customer also in reference to prior supplies and more in general to refuse those orders that are not consistent with the agreements made.
Article 4 – Place and means of delivery
4.1 The place of delivery is that indicated on the order.
4.2 On the act of receipt of the products, the Customer is obligated to place the signature on the shipping document. No claims are accepted about the quantity of the products, if not formulated on the act of their delivery and upon written reservation placed on the shipping document.
4.3 In case of unjustified refusal by the Customer to remove the products, GABRIELI F.LLI S.r.l. reserves the right to bill the Customer for every expense and liability sustained.
4.4 GABRIELI F.LLI S.r.l. shall handle the orders in the times agreed to. It is thus understood that any delays in the delivery do not imply any liability, interest and/or penalty for GABRIELI F.LLI S.r.l.
4.5 Any return of products must be specifically authorized by GABRIELI F.LLI S.r.l..
Article 5 - Ownership of the product
5.1 The Customer shall purchase the ownership of the product only with the full payment of the invoices issued by GABRIELI F.LLI S.r.l., but will assume every risk inherent to the product - including that regarding its loss by act of providence - from the moment of its delivery in the place agreed, as disciplined by art. 4.1.
5.2 From the moment of the delivery to Customer, GABRIELI F.LLI S.r.l. is released from every responsibility inherent to the product.
Article 6 – Prices and payments
6.1 The products supplied by GABRIELI F.LLI S.r.l. are invoiced based on the price agreed on ordering.
6.2 The terms and the means of payment are those indicated on the order confirmation.
6.3 Delayed payment, even partial, of the invoices issued, shall lead to automatic triggering of the late interests provided by the dispositions and regulations in effect. A lack of payment, also partial, of an invoice on the deadline established shall empower GABRIELI F.LLI S.r.l. at its unassailable choice:
- to ask for and obtain the immediate restitution, at the expense of the Customer, of the unpaid products as well as the immediate balance of any other invoices the terms of payment of which have not yet passed
- to modify the conditions of payment for the additional supplies
- to suspend the execution of the supply relationship
- to dissolve the contract in consideration of the significance of the non-compliance
6.4 Occasionally, in the judgment of GABRIELI F.LLI S.r.l., the economic conditions of the Customer have become such as to threaten the payment of the invoices, GABRIELI F.LLI S.r.l. shall have the right to suspend the execution of the supply relationship.
Article 7 – Packaging
7.1 GABRIELI F.LLI S.r.l. shall perform the packaging of the products according to the rules for use and is not responsible for loss, failure or other damages that do not arise from severe misconduct or negligence and are not an immediate and direct consequence of its behavior.
7.2 Su ogni singolo prodotto ordinato è ammesso o tollerato uno scostamento +/- 0,3%.
Article 8 - Claims
8.1 Any claims for products not corresponding to that indicated in the order must be given in writing, on penalty of cancellation, within 7 (seven) days from delivery of the product. In every case the Customer loses the right of claim or replacement of the product if it does not immediately suspend the work or the use of the product subject to the claim.
8.2 The claim does not give right to Customer to suspend the payment - even partially - of the invoices pertinent to the product in dispute or to suspend the removal and/or the payment of the additional supplies.
Article 9 - Withdrawal
9.1 In the case of force majeure or case of chance or unexpected or events outside the control of GABRIELI F.LLI S.r.l., GABRIELI F.LLI S.r.l. shall have right to withdraw from this contract.
Article 10 - Non-compliance and dissolution
10.1 The violation of any of the contractual obligations from which may arise damage to GABRIELI F.LLI S.r.l., shall give it the right to immediately dissolve the supply relationship.
10.2 GABRIELI F.LLI S.r.l., may, furthermore, dissolve the supply relationship with immediate effect in case of bankruptcy or other insolvency proceedings filed by the Customer.
Article 11 - Confidentiality
11.1 The Customer agrees to maintain confidential any commercial and/or of marketing news or information or more in general any data, even statistical, regarding GABRIELI F.LLI S.r.l..
11.2 All material and information of any nature provided by GABRIELI F.LLI S.r.l. to the Customer shall remain under the ownership of GABRIELI F.LLI S.r.l. and may be used exclusively for the execution of the contractual obligations, with the prohibition to divulge it without the prior authorization of GABRIELI F.LLI S.r.l..
Article 12 – Competent jurisdiction
12.1 For any dispute between GABRIELI F.LLI S.r.l. and the Customer, with regard to the supply contract - including its interpretation, execution, dissolution and validity - shall be exclusively competent the jurisdiction of Brescia (Italy) with express waiver of the dispositions regarding territorial competence dictated by the civil procedures code.
Article 13 - Applicable Law
13.1 The supply relationship pursuant to these General sales is considered concluded in Italy at the commercial offices of GABRIELI F.LLI S.r.l..
13.2 The supply relationship pursuant to these General sales is disciplined by the Italian Law, also possibly in waiver of the dispositions contained in the Convention of Vienna for the international supply of properties and later modifications.