SALE CONDITION
1) DEFINITION These General Sales Conditions (GSC) are an integral part of the Purchase Order and the Order Confirmation, as better specified in the following points. The GSC apply to all sales and contracts connected with them, for example supply, provision of services, tenders, and also to what are known as mixed-purpose contracts for goods and services, and to any other contract concluded by GPS Bags S.p.A. (Seller) with another company or organisation, collective or individual (Purchaser), having as object the products manufactured and/or designed and/or marketed by GPS Bags S.p.A. These GSC will prevail over any Conditions laid out by the client.
2) DELIVERY TERMS The delivery terms indicated in the order are always indicative and never mandatory and essential in the interest of the Purchaser. The Seller shall not obliged to pay compensation if the goods are not delivered in a timely manner. The effective delivery terms can be extended by the Seller for a period of time that is at least equal to delays caused by: late delivery to the Seller of the raw materials ordered from third parties, Product variations agreed on with the Purchaser and, more in general, delays, slowdowns, suspension of and interruptions in the work attributable to the Client, strikes, lockouts, fire, flooding, earthquakes, epidemics, particularly bad weather conditions, measures taken by Public Authorities, power cuts, machine failures, lack of raw materials or other random events or cases of force majeure, unless the obligation of the Seller is extinguished due to supervening impossibility. Should the goods under contract not be sent to the domicile of the Purchaser or another place designated by same, the Purchaser shall pick them up from the domicile of the Seller according to the agreed terms.
3) CANCELLATION / MODIFICATION: not possible unless written approval has been received from GPS BAGS S.p.A. The raw materials and/or costs upheld by GPS BAGS S.p.A. until the moment of cancellation/modification will be charged to the Client. Should the Client cancel the order, GPS BAGS S.p.A. reserves the right to exact full order conclusion. All obligations are considered as being accepted, excluding impediments caused by force majeure and including health emergencies, strikes, fire, flooding, power cuts, railway or road or sea interruptions, raw material shortages, machine failures, epidemics, war, etc. Should a case of force majeure occur that prevents or limits GPS BAGS S.p.A.’s regular production progress, GPS BAGS S.p.A reserves the right to suspend or cancel the order, or to complete it as quickly as possible. In such cases the Client has no right to compensation of any kind if substantial variations in the price of the raw materials and/or the transformation costs occur before the order has been processed. By mutual agreement, the price can be reviewed even as a result of currency matters. Should no agreement be reached, the order can be cancelled by GPS BAGS S.p.A. and the Client shall have no right to compensation for damages. Should any modifications be made to the contract, the delivery date shall be extended for the same period of time that was initially established for delivery.
4) CLAIMS The Purchaser shall verify the integrity, suitability and conformity of the products as soon as they are delivered. Any claims should be sent by registered letter with return receipt, or by certified email, within the mandatory period of 8 days from product reception. Claims regarding hidden defects should also be sent within 8 days from the date on which they should have been verified, but in any case no later than six (6) months from the date on which the products were delivered. Unauthorised returns will not be accepted. The Client loses all guarantee rights if use of the goods is not immediately suspended as soon as the cause that led to the claim being made was discovered. The Client cannot, in any manner, suspend and/or delay payment of the goods beyond the established terms, and cannot enforce any lawsuit or dispensation until the invoice for the products against which the claim is being made has been paid. To allow the Seller to carry out the necessary checks and interventions, a minimum number of at least 100 samples of the products against which the claim is being made must be sent immediately to the headquarters of the Seller, or to another place indicated by same, at the cost of the Purchaser. Under the condition that the claim of the Purchaser is covered by guarantee, the Seller shall do any checks considered as being necessary and/or appropriate on the Product, informing the Client of their results within 15 working days from their termination. The Product against which a claim is being made, and the product quantity specified in said claim, must be kept available and preserved by the Client for the checks that are to be carried out by the manufacturer or insurance company, and for a period that is necessary for completing inspections and verifications. Violating the obligations of this article terminates the right to guarantee application.
5) GUARANTEE GPS BAGS S.p.A. only guarantees that each item, when delivered, will correspond with the specifications supplied by the Client. In the vent that, and insofar as, the products do not satisfy said guarantee, GPS BAGS S.p.A. shall, at its own discretion and within a reasonable period of time, replace the goods without any amount being due by the Client, or allow the Client to return the goods for reimbursement at the original invoiced price. In consequence, the obligation of GPS BAGS S.p.A. will be limited to goods replacement or acceptance of their return with reimbursement of the price.
6) DAMAGES In the event of Client claims being accepted by the Seller, the Seller shall only respond up to the maximum limit of the value of the supplied goods. In no case shall the Seller be obliged to reimburse further damage, either direct or indirect. The Seller shall not be held responsible before the Purchaser or other parties for any resulting special, incidental, indirect damage and shall not be obliged to pay punitive damage, nor shall it be held responsible for losses, costs or charges, including and without being limited to damage consisting of loss of starting, sales or profits, work stoppage, no production, deterioration of other Products or other things, not even if they derive from or are in relation to violation of the guarantee, breach of contract, erroneous or false declarations, fault or other. Regarding any claim for compensation of damages that derive from or are related to the Products and their use, and in spite of any possible contrary affirmation that appears in this document, the Seller shall not pay more than the sum paid by the Purchaser for the goods object of the claim.
7) DISCOUNTS The agents-representatives of GPS BAGS S.p.A. are not authorised to grant discounts or deferred payment, nor are they authorised to accept verbal notifications or enter into transactions. Any discount, deferral and transaction must be approved in writing by GPS BAGS S.p.A.
8) TRANSPORT The prices indicated in the order include the transport costs with the carrier chosen directly by GPS BAGS S.p.A. In the event of a specific, different request, to be made in writing by the purchaser, the transport costs will be charged to same. Dispatch costs amounting to less than € 400 are at the charge of the receiver.
9) QUANTITY The product quantity can vary by 20%, rounded up or down, of the quantity given in the order. The formats, thicknesses, and basic weights of the materials used are approximate, as are the colours of the materials, the cords and the print colours used. Any difference that falls within the limits of tolerance permitted by the specific technical requirements for production or use cannot be considered as a reason for reducing the price, or for contract resolution.
10) INTEREST ON ARREARS Not paying the amount due at the agreed deadlines gives GPS BAGS S.p.A. the right to add interest on arrears at a rate of 5 units above the official BCE bank rate.
11) GRAPHICS All costs regarding the graphic images of trademarks, codes or others, print proofs, printing systems, and anything relative to or requested by the Client for correct actualisation of the product, shall always be borne by the Purchaser. The approval of the Purchaser regarding print proofs exonerates GPS BAGS S.p.A. from any and all responsibility regarding any inaccuracy in the proof itself and which leads to incorrect order production. The GPS BAGS S.p.A. trademark will be printed on all the bags. When making the order, the purchaser must supply GPS BAGS S.p.A. with all the graphic material needed for order execution. The delayed supply of said material will automatically cause the delivery terms to change, exempting GPS BAGS S.p.A. from any and all responsibility. No part of the material will be returned. The supports used for printing (printing systems) must be paid by the Client who becomes the owner, and will remain the responsibility of GPS BAGS S.p.A. for the time required for production.
12) CONTRACT RESOLUTION Should the purchaser breach any clause of this order, GPS BAGS S.p.A. shall consider the contract resolved by right and shall request compensation for damages.
13) APPLICABLE LAW and COMPETENT COURT For any controversy involving the interpretation and execution of this contract, and expressly also for opposition to injunctions, the parties, even notwithstanding what is indicated in art. 18 and following of the Italian Civil and Criminal Code, elect the Vicenza Court as the exclusive competent court. The contract is regulated by Italian law, which the parties elect as the law that regulates the contract relationship.
14) INTELLECTUAL PROPERTY The Purchaser shall be the only party responsible for any violation of third-party rights and, in particular, of copyright and rights relative to brands, names, designs and patents that said purchaser decides to place on the ordered Products, as well as for each reproduction of the form and exterior aspect of third-party products. The Purchaser expressly relieves the Seller of any responsibility resulting from and/or connected with, either directly or indirectly, the violations indicated in the first paragraph, and of the legal and judicial effects deriving from actions by the third parties that claim violation of the aforementioned rights. In compliance with laws on intellectual property, all the creative work produced by the Seller (for example drawings, photographs, prints, films, logos) are and remain the exclusive of the Seller; the relative rights of the products that include said creative work shall not be transferred to the Purchaser, unless expressly agreed on otherwise by the parties. The Purchaser acknowledges and accepts that the identification brand of the Manufacturer can be printed on the products actualised by the Seller. By signing the order, the Purchaser declares to have the total availability, as owner or licensee, of the brands of which it commissions the print and releases the producer GPS BAGS S.p.A. from each and every responsibility. The Purchaser shall not hold GPS BAGS S.p.A. responsible for any claim that could be made by anyone and for any reason, and attributable to or connected with violation of the rights regarding the safeguarding and protection of the property and/or use of printed trademarks.
15) PRIVACY The personal data of the Purchaser shall be processed as indicated by Italian law regarding personal data processing (Italian Legislative Decree 196/2003) and by European Law 2016/679 (GDPR)). Pursuant to Art. 13 of the GDPR, the Seller shall inform the Purchaser that the Seller is the data controller, which can be contacted at the indicated address/number, and that the personal data of the Purchaser are collected and processed exclusively for fulfilling this agreement, which is also the juridical base. This information will not be divulged to third parties unless obliged to do so by the obligations of applicable laws. The data are processed within the time limits indicated by pertinent reference laws and until the stated purposes have been completed. Authorisation from the Purchaser is necessary, and if not given the legal transaction cannot be concluded. The Purchaser can, at any moment, exercise the right to immediate data cancellation, unless processing is necessary for fulfilling a legal obligation indicated by European Union or Italian State Law (article 17(1) and (3)(b) of the Regulation). Being a data subject, the Purchaser can exercise the rights indicated in articles 15 to 22, in addition to articles 34, 77 and following, of the European Regulation 2016/679 (GDPR) at any moment by contacting the data controller.
GPS BAGS S.p.A.
03/05/2023
