1456 of the Italian Civil Code, without the possibility to change the destination of the shipment and Gessi may, at its sole discretion, choose to (i)
refund the payments already obtained from the Buyer for such cancelled Orders, (ii) and/or give credit to the Buyer for the Products that are not
restricted, subject to availability. Under no circumstances shall the Buyer have the right to request Gessi to supply the Products to the countries
which are covered by the relevant Restrictions and/or which may be used to circumvent such Restrictions, being Gessi a manufacturer dedicated
to scrupulous compliance with all the applicable laws, including also the legislation regarding the Restrictions. In the event of a violation of Article
12g of Regulation (EU) No. 833/2014, Gessi, in addition to the right to cancel Orders, may withdraw from the Agreement and shall have the right to
request reimbursement of the expenses incurred in relation to the Agreement that led to the violation, as well as compensation for damages. In any
case, Gessi commits to notifying the competent Authorities in the event of a violation of the prohibition set forth in this article.
5.2. The Buyer acknowledges that the Products may be dedicated to certain territories where local laws provide different requirements than other
territories and/or where the sanitary structure differs from other countries. The Buyer shall always resell the Products within territories for which the
Products are destined to ensure they comply with local laws. This is without prejudice to any laws (also including EU laws) prohibiting limitations of
the resale territories.
6.Warranties of Gessi
6.1. Gessi warrants that the Products will correspond with their technical specifications subject to reasonable tolerances generally accepted in the
trade and will be free from defects in material and workmanship at the time of delivery.
6.2. Gessi does not warrant that the Products will be compatible with local laws and appliances worldwide. For this reason, the warranty is valid only
and exclusively for all countries for which the Product sold to the Buyer is destined, without prejudice, in any case, to the provisions of the applicable
laws.
7.Use of Gessi’s Intellectual Property Rights by the Buyers
7.1. The Buyer acknowledges that all copyrights, industrial designs, patents, trademarks, service marks, logos, commercial names, trade names,
domain names and/or slogans, whether registered or unregistered and all other intellectual property rights protected under different jurisdictions (the
“Intellectual Property Rights”) held or in any case operated by Gessi and/or by its subsidiaries and affiliates are owned by or licensed to Gessi and/
or its subsidiaries and affiliates, granting them an exclusive right to use and benefit from such Intellectual Property Rights and the Buyer does not
acquire any such rights hereunder.
7.2. During the Parties’ business relationship and after its end, the Buyer shall not produce the Products or any other products similar to or imitating
the Products or in any other way infringe the Gessi’ Intellectual Property Rights and/or act in any other way to the detriment of the goodwill of Gessi.
7.3. The Buyer shall not use letterhead, calling cards, signage (also in the e-mail correspondence with clients and other third parties) or other
representations in the name of Gessi or any of its subsidiaries or to represent itself as Gessi or as a part of Gessi’s team or as any of its subsidiaries
without the express, written permission of Gessi.
7.4. The Buyer shall market, distribute and sell the Products only under the trademarks, logos, commercial names and other distinctive signs (the
“Trademarks”) of Gessi and not under any other Trademark. The Buyer shall not remove any Trademarks of Gessi from the Products and/or their
packaging without Gessi’s written consent. Any such removal, distortion and/or change of the Trademarks of Gessi or technical data or labels
delivered with the Products or otherwise provided by Gessi shall be considered an infringement of the Intellectual Property Rights of Gessi.
7.5. It is understood and agreed by the Buyer that Gessi does not grant to the Buyer any licence to use the Trademarks of Gessi or its other materials
provided to the Buyer by Gessi otherwise than as necessary for the promotion of the Products and following strictly the indications of Gessi.
7.6. The Buyer shall not alter any Trademarks or Products of Gessi without the latter’s prior written consent. The Buyer acknowledges that if, during
the effectiveness of this Agreement, changes to the Products, designs, Trademarks, promotional materials and/or other Intellectual Property of Gessi
become necessary, Gessi will remain, in any case, the exclusive owner of all such modified Intellectual Property Rights.
7.7. The Buyer shall not attempt to register any of the Intellectual Property Rights of Gessi. Furthermore, the Buyer shall not attempt to register or
even use any other Trademarks or designs confusingly similar to the Intellectual Property Rights of Gessi (also if they are not registered).
7.8. The Buyer shall conduct business in a manner that always reflects favourably on the Products and reputation of Gessi.
7.9. Any commercial use of the Intellectual Property Rights of Gessi by the Buyer other than strictly permitted under this Agreement is prohibited.
7.10.The Buyer shall immediately report to Gessi any actual or potential infringements of the Intellectual Property rights of Gessi and shall cooperate
with Gessi in protecting such Intellectual Property Rights according to Gessi’s instructions.
6.11. Gessi may adopt selective forms of distribution that will first be agreed upon between the parties.
8. Code of conduct and policy
The Buyer shall comply with Gessi’s code of conduct and all Gessi’s policies applicable to the Buyer, which can be found on Gessi’s official website:
https://www.gessi.com/.
GENERAL SALES CONDITIONS
GENERAL SALES CONDITIONS
9. Confidentiality
The Buyer acknowledges and agrees that, during the business relationship with Gessi and after its expiry, all documentation and confidential
business information, in whatever form or media, disclosed by Gessi to or known by the Buyer orally or in writing as a consequence of or through the
Buyer’s relationship with Gessi and which is not generally known to the public, including but not limited to, correspondence with Gessi, information
concerning Gessi’s products, finances, processes and services, clients, purchasing, test results, technology and technical information, accounting,
manufacturing, distribution and marketing (“Information”), shall remain the sole and exclusive property of Gessi, shall be held in strict confidence
by the Buyer, and shall not be published, disclosed, disseminated or used by the Buyer in any manner, except as expressly permitted hereunder.
The Buyer may not reproduce or copy the Information, in whole or in part, and must return or destroy the Information upon the expiration or other
termination of this Agreement. In addition, the Buyer shall safeguard such Information and ensure that only the Buyer’s employees, officers and
directors who need access to the Information for purposes of performing the Buyer’s obligations under this Agreement will be given such access
and all such employees, and officers and directors will comply with the confidentiality and non-use obligations set forth herein. It also complies with
Gessi’s codes of conduct and policies.
Eventuali errori e/o refusi di stampa del presente documento non costituiscono motivo di contestazione.
Any errors and/or misprints in this document do not constitute grounds for dispute.
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