1.1 For the purposes of these general terms and conditions of sale (hereinafter referred to as the “Terms of Sale”), the following terms shall have the meanings hereinafter ascribed to them:
– “Gecam”: Gecam Ltd;
– “Customer” means any company, corporation or legal entity that purchases Gecam’s Products from Gecam;
– “Products” means the goods produced, assembled and/or sold by Gecam;
– “Order(s)” means each proposal for the purchase of Products forwarded by the Customer to Gecam exclusively by fax, e-mail and/or by mail and/or other telematic system;
– “Sale(s)” means each contract of sale entered into between Gecam and Customer following Customer’s receipt of Gecam’s written acceptance of the Order;
– “Trademarks” means all trademarks of which Gecam is the owner or licensee;
– “Intellectual Property Rights” means all of Gecam’s intellectual and industrial property rights, including, without limitation, rights relating to: patents for inventions, designs or models, utility models, Trademarks, know-how, technical specifications, data, whether or not such rights have been registered, as well as any application or registration relating to such rights and any other right or form of protection of a similar nature or having equivalent effect.
2.1 These Terms of Sale apply to all Sales of Products. In the event of a conflict between the terms and conditions set forth in these Terms of Sale and the terms and conditions agreed upon in the individual Sale, the latter shall prevail. Gecam shall not be bound by Customer’s general conditions of purchase (hereinafter, “GCP”), even in the event that they are referred to or contained in orders or any other documentation from Customer, without the prior written consent of Gecam. The GCP will not be binding on Gecam even by tacit consent.
2.2 Gecam reserves the right to add, modify, or delete any provision of these Terms of Sale, it being understood that such additions, modifications, or deletions shall apply to all Sales completed on or after the thirtieth day following notification to Customer of the new Terms of Sale.
3) Orders and Sales
3.1 The Customer shall submit to Gecam Specific Orders containing the description of the Products, the quantity required, the price and the terms required for delivery.
3.2 The Sale shall be deemed concluded: (i) when Customer receives written confirmation from Gecam (such confirmation may be sent by e-mail, fax, or telematic means) complying with the terms and conditions of the Order (ii) or, in the event that Customer receives from Gecam a written confirmation containing terms that differ from those contained in the Order and approved by Customer by email, fax or other telematic means; (iii) or, in the absence of written confirmation from Gecam, at the time the Products are delivered to the Customer.
3.3 Orders duly accepted by Gecam may not be cancelled by Customer without the written consent of Gecam.
3.4 Gecam provides for a recovery of administrative expenses in the amount of € 15.00 (+ v.a.t.) that will be charged at the time of invoicing in the event that the total amount ordered within the calendar month is less than or equal to € 100.00 (v.a.t. EXCLUDED). The charge will be entered on the invoice under “Administrative Expense Recovery.”
This rule is not applied to cases in which payment terms are anticipated at order or delivery, or NOT deferred over time.
4) Price of Products
4.1 The prices of the Products shall be those stated in Gecam’s price list in effect at the time the Order is placed by the Customer or, if the Product is not included in the price list or the price list is not available, those stated in the Order and confirmed in writing by Gecam at the time the Order is accepted. Unless otherwise agreed upon in writing between the parties, the above prices shall be calculated ex-works, exclusive of VAT and discounts.
4.2 Gecam shall retain ownership of the Products until the price of the Products is paid in full. The Customer shall take all steps required by local laws in order to make this retention of title clause valid and enforceable against all third parties, including by making entries in any appropriate register where locally required.
4.3 Gecam reserves the right to unilaterally change, without prior notice and with immediate effect, the prices shown in the price list in cases where the adjustment is due to circumstances beyond Gecam’s control (by way of example only: an increase in the price of raw materials and labor costs or changes in exchange rates). In all other cases, the change will be communicated to the Customer and will take effect on all Orders received by Gecam as of the 30th day following the date on which the changes were notified to the Customer.
5) Delivery terms
5.1 Except as may be otherwise agreed in writing between the parties, Gecam shall deliver the products ex works at its facilities as that term is defined in the INCOTERMS 2010 published by the International Chamber of Commerce in their most current version in effect at the time of delivery. If required, Gecam will arrange transportation of the Products at the Customer’s risk, cost and expense.
5.2 Delivery shall be made within the term stated in the Order as accepted in the Order confirmation or, if the term has not been stated in the Order, within the term of 60 days commencing on the first working day following the confirmation of the individual Order. Delivery terms are approximate and are not essential terms within the meaning of Art. 1457 of the Civil Code and, in any case, do not include transportation time.
5.3 Except as provided in Article 5.2 above, Gecam shall not be held liable for delays or non-delivery attributable to circumstances beyond its control, such as but not limited to, and without claiming to be exhaustive:
a) inadequate technical data or inaccuracies or delays by the Customer in transmitting to Gecam information or data necessary for the shipment of the Products;
(b) difficulties in obtaining supplies of raw materials;
(c) problems related to production or order planning;
(d) partial or total strikes, power failure, natural disasters, measures imposed by public authorities, difficulties in transportation, force majeure, riots, terrorist attacks and all other causes of force majeure;
(e) delays by the shipper.
5.4 The occurrence of any of the events listed above will not entitle the Customer to claim damages or compensation of any kind.
6.1 Except as otherwise agreed in writing between the parties, transportation will always be at the expense and risk of the Customer. In the event that Gecam, pursuant to Art. 5.1, is requested to take care of the transportation of the Products, Gecam will choose the means of transportation it deems most appropriate in the absence of specific instructions from the Customer.
7.1 Unless otherwise agreed in writing between the parties, Gecam will, at its discretion, issue invoices upon acceptance of the Order or delivery of the Products.
7.2 Payments shall be made in Euros and within the time limit established by written agreement between the parties or as stated in the order confirmation.
7.3 Failure to pay in the agreed time will entitle Gecam to demand from the Customer the payment of overdue interest at the rate established by Legislative Decree no. 231/02.
7.4 Non-payment or late payment of more than 30 days will give Gecam the right to suspend delivery of the Products and terminate each and every Sale entered into. Suspension of delivery of the Products or termination of the Sales shall not entitle the Customer to claim any damages.
7.5 Any claim relating to the Products and/or the delivery of the same shall in no case justify suspension or delay in payment.
8.1 Any discrepancy in the Products delivered to the Customer from the type and quantity specified in the Order must be reported in writing to Gecam within five days from the date of delivery. If the complaint is not communicated within the aforementioned period, the delivered Products will be considered as conforming to those ordered by the Customer.
9.1 Unless otherwise agreed upon in writing between the parties, Gecam warrants that the Products shall be free from defects/defects (excluding those parts of the Products that are not manufactured by Gecam) for a period of six months from the date of delivery of the Products to the Customer.
9.2 The warranty will not operate with respect to those Products whose defects are due to (i) damage caused during transportation; (ii) negligent or improper use of the same; (iii) failure to comply with instructions on the technical characteristics of processed materials; (iv) repairs or modifications made by the Customer or third parties without the prior written permission of Gecam.
9.3 Provided that the Customer’s claim is covered by the warranty and notified within the terms of this Article, Gecam will, at its option, undertake to replace or repair each Product or parts thereof that have defects or faults.
9.4 The Products complained of shall be immediately sent to Gecam’s factory, or such other place as Gecam may designate from time to time, at Customer’s cost and expense unless otherwise agreed by the parties, in order to enable Gecam to make the necessary inspections. The warranty does not cover damage and/or defects in the Products resulting from defects caused by, or related to, parts assembled/added directly by the Customer or the end consumer.
9.5 In any event, the Customer shall not be able to enforce warranty rights against Gecam if the price of the Products has not been paid on the agreed terms and conditions, even if the failure to pay the price on the agreed terms and conditions relates to Products other than those for which the Customer intends to enforce the warranty.
9.6 Gecam makes no warranty as to the conformity of the Products with the rules and regulations of countries outside or outside the European Union. No other warranties, express or implied, such as, but not limited to, warranties of satisfactory performance or fitness for a particular purpose, are made with respect to the Products.
9.7 Without prejudice to the provisions of Article 9.3 above, and except in the case of willful misconduct or gross negligence, Gecam shall not be liable for any damages arising out of and/connected with the defects in the Products. In any case, Gecam will not be held liable for indirect or consequential damages of any kind such as, but not limited to, losses resulting from Customer’s inactivity or lost profits.
9.8 In the event that an identical defect in a Product recurs repeatedly and is attributable to the same cause during the period of 12 months after delivery of the Products to the end customer and, in any event, no later than 24 months after delivery to the Customer, Gecam shall reimburse, within the limits set forth in Art. 9 below.10, all direct damages borne by the Customer and properly documented in connection with a recall campaign of the defective Products, and any additional costs related to the repair and replacement of the Products, provided that the Customer has reasonably incurred the losses that Gecam could have incurred. The Customer will follow Gecam’s instructions for withdrawing the Products from commerce.
9.9 In any case, the Customer’s right to damages shall be limited to a maximum amount equal to the value of the Products with defects or flaws.
10) Intellectual Property Rights
10.1 Intellectual Property Rights are the total and exclusive property of Gecam and their communication or use within the scope of these Terms of Sale does not create, in relation to them, any right or claim on the part of the Customer. The Customer undertakes not to perform any act incompatible with the ownership of Intellectual Property Rights.
10.2 The Customer declares that: (i) Gecam is the exclusive owner of the Marks; (ii) will refrain from using and registering trademarks similar to and/or confusable with the Marks; (iii) shall use the Marks solely in accordance with Gecam’s instructions and solely for the purposes set forth in these Terms of Sale.
11) Express termination clause
11.1 Gecam shall have the right to terminate, pursuant to and in accordance with Art. 1456 of the Italian Civil Code, at any time by written notice to be sent to the Customer, the individual Sale in the event of non-fulfillment of the obligations provided for in articles: 4 (Price of Products); 7 (Payments); 10 (Intellectual Property Rights).
12) Change in the financial condition of the Client
12.1 Gecam shall have the right to suspend the performance of obligations arising from the Sale of Products, according to Art. 1461 of the Italian Civil Code, in the event that the Client’s financial condition becomes such as to seriously jeopardize the achievement of the counter-performance unless suitable security is provided.
13) Legal domicile, applicable law and jurisdiction
13.1 Gecam is legally domiciled at its head office.
13.2 The Conditions of Sale and each individual Sale shall be governed by and construed in accordance with Italian Law to the exclusion of the 1980 Vienna Convention on Contracts for the International Sale of Goods.
13.3 All disputes arising out of or in connection with these Terms of Sale and/or any Sale shall be subject to the exclusive jurisdiction of the Court of Bologna.
13.4 Except as agreed in Article 13.3 above, Gecam reserves the right, when bringing an action as a plaintiff, to bring such action at the place of residence of the Customer, in Italy or abroad.
14) Website Content and Third Party References and Links and Sites
14.1 All contents and offers are subject to change and not binding. Binding information can only be provided as a response to concrete requests. In particular, forward-looking statements that are labeled with terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may/could,” “plan,” “should,” or the like are subject to risk and uncertainty. Gecam expressly reserves the right to change, increase, delete or terminate the publication of offers or parts of pages without notice for a limited time or permanently.
14.2 Gecam’s Internet presence may include direct and indirect links to third-party websites ; Gecam has no influence on their current and future structure, copyrighted content. Gecam points out that since it is not the manager of web content on other Internet sites, it is not responsible for all content on all linked sites. This statement applies to all links made within the website as well as those made by third parties in guest books, discussion forums, mailing lists and/or other means of disseminating information.
The legal representative
Eng. Daniele Camisa