Article 1 - VALIDITY OF THE GENERAL TERMS OF SALE
1.1 All sales and supplies of products (the “Products”) of Giovanardi di Giovanardi Carlo & C. s.n.c. (“Giovanardi” or the “Seller”) are intended to be carried out under these General Terms of Sale and form an integral and substantial part of each deal concluded between the Seller and the Buyer for the sale of the Products. Each transmission of orders and/or acceptance of order confirmations entails their full acceptance by the buyer (the "Buyer") who acknowledges being fully aware of it and therefore renounces the right to rely on any contradictory document.
1.2 Any exceptions to the General Terms of Sale will be valid only if expressly approved in writing by the Seller. In this case, the special conditions integrate these General Terms of Sale and, in case of discrepancy, prevail over them. Unless otherwise agreed in writing, these General Terms of Sale always prevail over any general purchase conditions of the Buyer, regardless of the time of their sending to the Buyer and/or the receipt of the general purchase conditions by the Seller.
1.3 The fact that Giovanardi snc does not make use, at any time, of any of these clauses cannot be interpreted as a valid waiver to make use of these conditions at a later time. The Buyer accepts that the Seller may subsequently and reasonably modify these general conditions and that the relationship is always governed by the latest conditions in force at the time of the order.
Article 2 - QUOTATIONS - ORDERS
2.1 Each order from the Buyer must be made in writing (e-mail, fax, letter) and must include the reference of the Product ordered, the full name of the Product, the quantity, the colour, the delivery and billing address, the order number, the date of the order.
An order will be considered accepted only after Giovanardi has sent any order confirmation or after the order itself has been processed.
Within 48 working hours of sending the order confirmation, the Buyer may, if necessary, report differences between his order and the confirmation. Otherwise, only the confirmation will be valid, in particular regarding the price and delivery times.
Any order will be accepted by the Seller only if the Buyer provides sufficient financial guarantees.
2.2 The offer made to the Buyer by agents, brokers or other intermediaries and the order proposal forwarded by them to the Seller does not bind the latter until the Buyer's order is accepted by the Seller according to the established methods from the General Terms of Sale.
2.3 Quotations and offers made, depending on the case, by Giovanardi to the Buyer are valid for one month from their issue by Giovanardi, unless otherwise agreed. The Contract is formed upon receipt by the Seller of the estimate accepted by the Buyer.
2.4 Once the Contract has been drawn up in accordance with the previous provisions (hereinafter: "Contract"), any cancellation of the Contract is impossible and the sales price is due in full.
Article 3 - PRICE
3.1 Unless otherwise agreed in writing, the sales prices of the Products are ex-works of the Seller according to EXW Incoterms 2020 and do not include packaging costs and are exclusive of duties and taxes. The price is the one indicated in the order confirmation, or in its absence, that shown on the invoice. The Seller reserves the right to adjust the price if it has been incorrectly reported on the invoice compared to the agreements previously defined with the Buyer.
3.2 When the price of the Product is accompanied by a Service rendered by Giovanardi, such as, by way of example but not limited to, cutting of roll, the price of the Product is increased by the cost of the service.
Article 4 - SERVICES
As part of the sale of the Products, the Buyer may entrust Giovanardi with the provision of services (hereinafter referred to as "Services"). Giovanardi's obligations depend on the Service entrusted to him. They can be of two types:
4.1 Study - Design
The Buyer may order technical feasibility study Services from the Seller before the Buyer acquires the Giovanardi Products. In particular, test/prototype productions can be derived from these Services.
For these Services, Giovanardi issues a quotation under the conditions set out in the General Terms of Sale. In this context, Giovanardi can formulate, during the execution of the Service, a set of recommendations and advice, in particular regarding the choice of equipment that allows the target performance to be achieved. These recommendations are provided for indicative purposes only and the Buyer cannot use them to involve Giovanardi's liability.
4.2 Transformation of Products
Giovanardi carries out, on behalf of the Buyer and upon request of the latter, Services for the transformation of the Products (cutting into the desired format, etc.). In this context, the Service and the related price are agreed upon at the time of sale of the Products in accordance with the provisions of the General Terms of Sale.
4.3 Other Services
Any additional services provided by Giovanardi are invoiced at the conditions and rates in force at Giovanardi on the date of the order. Giovanardi will send, if necessary, a detailed estimate to the Buyer.
Article 5 - MADE-TO-ORDER PRODUCTS
5.1 Made-to-order products concern the Products made by Giovanardi based on the specifications provided by the Buyer. The production of Products by Giovanardi in the context of Made-to-order products is always subject to confirmation of the technical feasibility of Made-to-order products by Giovanardi. If necessary, Giovanardi will invoice the Buyer for this study in accordance with the provisions of the General Terms of Sale. Confirmation of Made-to-order products will be conditioned by a minimum quantity of Products which will be communicated by Giovanardi to the Buyer.
5.2. The Buyer undertakes to accept a variation in the quantity of Products delivered of approximately 10% due to production contingencies of the Made-to-order products. Unless otherwise expressly agreed in advance by Giovanardi, any second choice resulting from the production of Made-to-order products, and produced by Giovanardi, will be delivered with the first choice of Products and will also be subject to invoicing. Giovanardi will not accept any returns of Made-to-order products.
Article 6 - DELIVERY - RISKS
6.1 The delivery times of the Products are provided for information only and the Buyer cannot use them to claim the cancellation of the order, penalties or compensation, and/or the refusal to pay the price or the advance payments provided for in the order.
6.2 By express agreement and unless otherwise agreed in writing, whatever the delivery term chosen, it is however agreed that the delivery costs borne by the Seller within the scope of the chosen Incoterm condition will be fully reinvoiced to the Buyer, who is responsible final of such costs, which the Buyer expressly accepts.
6.3 The Seller does not assume any responsibility for accidents or damage caused by incorrect storage, application and/or installation of materials.
6.4 The goods sent travel at the Buyer's risk in accordance with the commercial code. Damages, natural weight loss and any other deterioration are the sole responsibility of the Buyer.
6.5 The Buyer or the recipient is subject to the obligation to check the goods upon arrival. Any damage caused by transport must be immediately noted on the transport document. A copy of the reservation written on the transport document must be sent to the Seller.
6.6 In any case, without prejudice to the measures to be taken against the carrier, any dispute by the Buyer or its service provider regarding apparent defects must be communicated in writing to the Seller within 8 days of receipt of the Products.
In the absence of a complaint confirmed within this period in writing, no complaint for apparent defects will be accepted by the Seller. The Seller will not accept returns that have not been previously agreed and authorized. The Seller may, at its sole discretion, decide to replace the Products. In the event of an authorized return, the Buyer must follow the methods and procedures that the Seller will communicate to him.
6.7 In any case, delivery is subject to full payment by the Buyer of any overdue amount.
Article 7 - TRACEABILITY / COMPLIANCE WITH TECHNICAL SPECIFICATIONS
7.1 Buyers of Giovanardi Products undertake to respect the technical characteristics of the Products as well as the traceability of the Products ordered, used and/or marketed. The buyer assumes responsibility for incorrect, unsuitable, non-compliant use and application of the products; as well as for the implementation and installation of the same in relation to the regulations, rules of art and safety regulations in force in the recipient countries also with regard to any rights of third parties.
7.2 For building sites or works that require colour homogeneity, the Buyer must inform Giovanardi of that constraint and verify that the fabrics used come from the same production run. Giovanardi cannot be held responsible for failure to comply with the technical specifications or for the use of different assembled batches after delivery of the Products.
7.3 In any case, any Seller's warranty does not cover the risk of accidental damage and/or breakage after delivery and in the subsequent phases of transport, use, transformation and installation of the Products, which are at exclusive competence and responsibility of the Buyer. Buyer is therefore responsible for all damage to people and/or things that may occur during these operations.
Article 8 - PAYMENT
8.1 The payment methods are those agreed with the buyer and indicated on the invoice. Payment by direct remittance by the buyer is valid only if made at the Seller's headquarters or to a person with authorization.
8.2 In case of non-payment, even partial, by the agreed deadlines, without the need for formal notice:
a. late payment interest will accrue in favor of the Seller from the date scheduled for payment until the actual balance in accordance with the provisions of Legislative Decree no. 231 of 2002 and subsequent modifications,
b. the Seller may immediately suspend any further supplies even if relating to other orders and/or contracts,
c. the Buyer must be considered to have lost the benefit of the term, with the consequent right for the Seller to immediately request payment of all credits towards him for all supplies carried out and not yet paid and to request advance payment for supplies in progress.
Article 9 - RESERVATION OF TITLE - TRANSFER OF RISKS
9.1 As indicated in article 6, the transfer of risks takes place according to the Incoterm delivery condition chosen.
Article 10 - WARRANTY - RESPONSIBILITY
10.1 It is the Buyer's responsibility to communicate to Giovanardi the characteristics of the Products corresponding to his needs, in particular the commercial and technical information necessary for a perfect evaluation of the requested Products and to ensure that the defined characteristics correspond to his expectations in every respect. It is therefore considered that the Buyer knows perfectly the Products he purchases and acknowledges having been able to obtain information relating to those ordered. In particular, he is solely responsible for choosing the place of installation of the Products.
10.2 The Buyer is also responsible for manufacturing and installing the Products in accordance with the regulations, good engineering practices and safety practices of the country of destination.
10.3 Some products marketed by Giovanardi may be covered by a contractual guarantee. The possibility of warranty coverage and its possible activation must be requested by the buyer before sending the purchase order.
In this case, regarding the applicable warranty conditions (duration, starting point, tear resistance conditions, fire-retardant qualities, waterproof conditions, percentages of covered costs, warranty exclusions, etc.), it is up to the Buyer, in the event of a dispute, refer to the terms of the existing contractual warranty specific to the Product which are communicated to the Buyer upon request.
10.4 Furthermore, with regard to the Products purchased and resold by Giovanardi, the applicable guarantee is that of the manufacturer of the Products marketed by Giovanardi.
10.5 In any case, where existing, the contractual guarantees attached to the Products never apply if the Product:
(i) has been subject to misuse, neglect, alteration or accident, such as accidental damage to exterior finish, or has been subject to excessive wear, friction, scratches or punctures in excess of normal use;
(ii) has been exposed to harmful chemicals, used excessively by machinery, equipment or by any person, exposed to excessive pressures or sources, has been exposed to abnormal or unsuitable atmospheric conditions for the Product, falling objects, explosion, fire , flood, riot, civil disturbance, external forces, defective or inadequate installation, acts of war, radiation, noxious fumes or foreign substances in the atmosphere;
(iii) has been damaged during handling by Buyer or another user or consumer of the Products, or has been subjected to high air pollution, detergents, or aggressive, inadequate or ineffective cleaning.
(iv) has been used in architectural structures not conforming to recognized engineering standards or repaired or modified by any person other than a representative of Giovanardi in any way, if, in Giovanardi's sole discretion, it affects the quality, efficiency and the effectiveness of the Products.
10.6 Any complaint presented by the Buyer pursuant to this contractual guarantee must be presented in writing, by registered letter with return receipt, or by certified electronic mail (PEC), to Giovanardi, at the address indicated in the contractual guarantee conditions of the Product, within (30) days of discovery of the alleged defect. Failure to notify Giovanardi within thirty (30) days of discovery of a defect will render this warranty void of legal effect in relation to that particular defect.
After notification of an alleged defect, Giovanardi will have the right to inspect the Product to promptly take appropriate corrective measures. If Giovanardi's representatives are denied the right to inspect the alleged defect, this contractual guarantee is void, ineffective and without legal effects in relation to such defects.
10.7 Giovanardi does not assume any other guarantee obligation, express or implicit, other than that stipulated in this article and in particular no guarantee of a certain commercial quality and/or suitability for a particular use.
Giovanardi will perform the Services and create the Products in a workmanlike manner and will fulfil its contractual obligations with all possible care adopted in the sector. In case of doubt regarding the interpretation of a clause or in the absence of a reference to determine the extent of Giovanardi’s obligations, the Buyer acknowledges that Giovanardi’s obligations must be understood as obligations of means.
The parties mutually agree that under no circumstances can Giovanardi be held responsible for any indirect damage (such as loss of opportunities, loss of customers, commercial loss, damage to image, loss of data, etc.) that the Buyer may suffer.
Furthermore, in its relations with the buyer, in no case Giovanardi’s liability can exceed the amount paid by the buyer in consideration of its obligations.
Giovanardi can always oppose a liability action by making or replacing a defective or non-compliant Product.
Any dispute by the Buyer regarding the correct execution by Giovanardi of its contractual obligations must be motivated and must be the subject of a registered letter with return receipt, or via certified electronic mail (PEC), sent at the latest by the year from the discovery of the facts suitable to justify such dispute. Otherwise, the Buyer waives the right to criticize Giovanardi’s correct execution of its contractual obligations.
Article 11 - FORCE MAJEURE
11.1 Giovanardi is not responsible for any breach of contract if such breach is the direct or indirect effect of a case of force majeure such as: the occurrence of any natural disaster, war, riot, attack, extreme cold or heat, flood, fire, strike , both at Giovanardi and at its workers, suppliers, public services, post offices, mandatory injunctions from public authorities (ban on import, export, etc.), interruption of supply, major accident in Giovanardi's equipment.
The occurrence of a case of force majeure entails the immediate suspension of the execution of the Contract. In the event of an extension of the case of force majeure for a period exceeding 60 days, the Contract will be terminated at the initiative of the most diligent party.
Article 12 - CANCELLATION
12.1 The Seller is entitled to cancel the Contract in accordance with the law, by registered letter with acknowledgment of receipt, or by certified email (PEC):
a. In the event of total or partial failure by the Buyer to fulfill its obligations, in particular its payment obligation, thirty days after sending a formal notice by registered letter with return receipt, or by certified email (PEC ), and without positive outcome;
b. in the event of an adverse change in the Buyer’s financial or business situation, which could result in non-payment.
12.2 In the event of cancellation of the contract, the Seller is released from the delivery obligation. It will refund sums paid by the Buyer for orders not yet executed, unless the termination is due to the fault of the Buyer. Giovanardi shall not be required to pay any compensation for damages to the Buyer.
Article 13 - GOVERNING LAW AND JURISDICTION
13.1 Sales and supply contracts will be regulated by Italian law. For any dispute between the parties relating to orders, order confirmations, the conclusion of the contract, its interpretation, execution or resolution, the Court of Mantua (Italy) will be exclusively competent, with express exclusion of any other competent court.
Article 14 - PROOF
14.1 In the event of a dispute, the parties agree to consider the fax and certified email as original documents valid as perfect proof and waive the right to contest this means of proof, except to discuss its authenticity.