SALE CONDITION
1) FIELD OF APPLICATION: these general conditions govern all sales contracts stipulated between the Seller and the Customer. Any exceptions to these conditions are only binding on the Seller if they are agreed in writing. Should one or more of these conditions become invalid or ineffective during the execution of the contract for any reason, the remaining conditions shall still apply.
2) DELIVERY DATE: the Delivery date is indicative and, unless otherwise agreed in writing by the Parties, it can in no way be considered of the essence pursuant to Article 1453 of the Italian Civil Code. Therefore, late deliveries can never be grounds for terminating the contract. The term shall run from the date that GPS BAGS S.p.A. receives the approved Printer’s Proof from the Customer. If the Printer’s Proof is received after the date indicated on the order, the delivery date will be delayed by 40 days. A grace period of fifteen (15) Business Days from the delivery date agreed in the Contract is fully acceptable to the Customer and is considered reasonable in view of the indicative nature of the delivery date.
3) CONFIRMATION, CANCELLATION OR CHANGE TO THE ORDER: the Contract shall be deemed to have been executed when the Customer receives the Seller’s Order Confirmation containing the exact terms and conditions set out in the Order. The receipt by the Customer of an Order Confirmation which does not accurately reflect the Order shall not constitute an executed Contract but shall constitute a new offer by the Seller subject to acceptance by the Customer. Once the Customer has received the order confirmation, they must report any discrepancies in their order to the Seller immediately, and in any case no later than one (1) working day after receipt. Upon receipt of the Order Confirmation and the conclusion of the Contract, which shall become binding on the Parties, the Customer shall be obliged to accept the delivery of the Products specified in the Contract and to comply with all the agreements contained therein. After the conclusion of the Contract, the Seller shall have the right to refuse any requests for changes and/or cancellation that may be communicated by the Customer. The Seller has the full right to reject requests to terminate the Contract in the event of mutual disagreement (i.e. “cancellation”) without any burden
of justification. The Seller reserves the right to agree to the termination if the Buyer pays the production costs incurred. Any commitment is deemed to have been made, except in cases of force majeure. This includes, but is not limited to, health emergencies, strikes, fires, floods, power cuts, transport interruptions (railway, road or maritime), shortages of raw materials, machinery breakdowns, epidemics, wars, etc… In the event of force majeure preventing or limiting the regular progress of production, GPS BAGS S.p.A. reserves the right to suspend or cancel the order or fulfill it as soon as possible. The Customer is not entitled to any compensation if there are substantial changes to the price of raw materials and/or transformation costs before the order is processed, including as a consequence of currency fluctuations. The price may be revised by mutual agreement. If an agreement cannot be reached, GPS BAGS S.p.A. may cancel the order and the Customer will not be entitled to compensation.
4) PRINT: the print must correspond to “current commercial quality” in terms of shade tolerances, variations in location or positioning, and any crushing of the stereotypes. Unless otherwise agreed in writing, the Seller uses standard inks for printing and therefore does not guarantee the lightfastness of the inks or accept responsibility for variations in colour; these cannot therefore justify the customer’s refusal to receive the goods or their request for a price reduction. Even if Pantone numbers (or other scales) have been provided, the colours are always only indicative, as the resulting shade depends on various factors (such as the type of paper, its porosity, absorbency, thickness, ink supply and printing equipment), all of which can have a significant impact on the final result. The Printer’s Proofs may also produce significantly different results to industrial printing. The Customer’s signature on the Printer’s Proof relieves the Seller of any responsibility for errors, omissions or discrepancies between the product supplied and the original used by the customer, as well as any discrepancies between the product and its contractual description. The Printer’s Proof is considered to have been accepted (by tacit approval) even in the absence of written or verbal approval, provided that the customer has not given different instructions during the period between sending the Proof and the start of production. The Seller
identifies their products by printing or otherwise affixing its logo and/or reference code to them. They also ensure that all the necessary symbols for identifying and/or facilitating the recycling of the packaging are present.
5) COMPLAINTS: upon delivery, the buyer shall check the integrity, suitability and compliance of the Products. Any complaints must be notified by registered letter with return receipt or by certified e-mail within 8 days (peremptory deadline) of receipt of the products, or within six (6) months of the delivery date in the case of hidden defects. Unauthorised returns are not accepted. The customer loses all rights to the warranty if, upon discovering the cause of the complaints, they do not immediately stop using the goods. The customer may not suspend or delay payment for the supply beyond the agreed deadlines, nor may they take any action or raise any objection unless they have paid the invoice relating to the products in question. The Seller’s warranty is excluded for non-conformities that are not attributable to gross negligence on the part of the Seller, including, but not limited to: -inadequate or improper storage, conservation, installation, use or application of the Products; – damage caused by fire or other accidents, or by negligence not attributable to the Seller; – unauthorised alterations to the Products; – omitted, incomplete, false or inaccurate information provided by the Buyer when transmitting the Purchase Order. In any event,
the use of the Products by the Customer or by third parties shall always and in any case be considered as acceptance of the Products without reservation and as a waiver of the warranty rights as defined above, as well as a waiver of any claim related thereto.
6) WARRANTY: the Seller only guarantees that, at the time of delivery, each good will correspond to the specifications provided by the Customer and set out in the contract. If the products do not meet the requirements for the warranty, the Seller may, at their discretion and within a reasonable timeframe, replace the goods at no cost to the Customer or allow them to return the goods for a refund of the original invoice price. Under no circumstances will the Seller be responsible to the Customer in any way for: (i) indirect damages of any kind, and (ii) deterioration of movable or immovable property,
total or partial interruption of all business activities (production, logistics, commercial, administrative, etc.), loss of goodwill, profits, contracts, customers, business opportunities, opportunities in general, reputation, incurred by the Buyer or third parties as a consequence of any violation by the Seller, breach of warranty, misrepresentation, wrongful act, whether or not gross, negligence or other. Notwithstanding any declaration to the contrary contained herein, the Seller’s liability for any claim for damages arising from or relating to the Products and their use shall in no event exceed the amount actually collected in payment for the sale of the Products.
7) MATERIALS: all printing media (printing equipment) must be paid for by the Customer, who will only become the owner once the price has been paid.
8) TRANSPORT: the prices indicated in the order include the transport costs of the freight forwarder chosen by the Seller. If the buyer has specific requirements in this regard, they must be communicated in writing, and the buyer will be charged for the transport costs. In any case, the costs for shipments valued at less than € 400 are borne by the recipient.
9) TOLERANCES: the quantity of the product may differ by up to 20% (either more or less) from that indicated in the order. The formats, thicknesses and weights of the materials used must be considered approximate, as must the colours of the materials, strings and printing colours used. Any discrepancy that falls within the permitted tolerance limits for production or use cannot be grounds for a price reduction or termination of the contract. The weight tolerance for each sheet of paper used in the manufacturing process is set at ±5%. For products manufactured using laminated materials, the average tolerance for each sheet is ±10%, according to the contracted weight.
10) LATE PAYMENT: in the event of late payment, the customer is required to pay late payment interest as defined by art. 5 of Italian Legislative Decree No. 231 of 9 October 2002..
11) PLACE OF JURISDICTION: for any dispute relating to the interpretation or execution of this contract, including objections against payment orders, in derogation of the provisions of art. 18 et seq. of the Italian Civil Procedure Code, the parties agree that the Court of Vicenza shall have sole jurisdiction.
12) INDUSTRIAL PROPERTY: the customer is solely responsible for any violation of third-party rights, particularly copyright and trademark, name and design rights, relating to any information or images they require to be affixed to the ordered bags, as well as for any reproduction of the shape or external appearance of other people’s product. The customer is obliged to indemnify the seller against any detrimental effects of the acts or actions of third parties who complain of a violation of their rights. Any creative works carried out on behalf of the Seller and protected by artistic copyright (e.g. drawings, photographs, prints, films and printing equipment) remain the Seller’s exclusive property and are not transferred to the customer unless an agreement has been made to this effect.
Information under art. 10 of Italian Law 675/96 on the Protection of individuals and other subjects with regard to the processing of personal data.
Pursuant to Article 10 of Italian Law 675/96, we inform you that, in order to establish and execute ongoing contractual relationships with you, we hold your personal data, which was acquired verbally or in writing, either directly from you or through third parties. We process the data we collect for purposes relating to the establishment and management of contractual relationships, as well as for management, statistical, commercial, marketing, promotional, credit protection, credit management and assignment purposes, in written, manual and/or automated form, using paper, magnetic, electronic and telematic supports. The acquisition of data that is required by law or contract is an essential prerequisite for establishing and performing contractual relationships; failure to provide any other requested data will be evaluated periodically based on its importance. This data may be shared in Italy and/or abroad with subsidiaries, parent companies, associates, agents, consultants, professionals, companies, consortia and bodies involved in marketing, trade, market
research, management, insurance, financial brokerage, factoring and debt collection, for the aforementioned purposes. Data will be processed for the duration of contractual relationships and subsequently to fulfil legal obligations and for future commercial purposes. The joint data controllers are GPS BAGS S.p.A. and IMTEC S.a.s. di Grotto Daniele & C. Under Article 13 of Italian Law 675/96, in relation to the processing of personal data, the data subject has the right to:
– be informed of any processing that may concern them by having free access to the register kept by the guarantor;
– be informed of the identity of the controller, the purposes and methods of the processing, and the identity of any processor;
– obtain confirmation from the controller or processor as to whether or not personal data concerning them exists, and if so, obtain communication of such data and its origin.
They may also request confirmation of the erasure or transformation of data into anonymous form, or the blocking of data processed in violation of the law. Moreover, they may request the updating, rectification or integration of the data, and certification that the erasure, transformation or modification of data has been brought to the attention of those to whom the data has been communicated or disclosed;
– object, either wholly or partially, to the processing of their personal data for the purposes of commercial information, advertising, direct sales, market research or interactive commercial communications.
GPS BAGS S.p.A.
