CONDIZIONI GENERALI DI VENDITA
1.
Applicability
1.1.
These general terms and conditions of sale (the “General Conditions”) shall form a binding contract between:
(i)
“Gessi” meaning Gessi s.p.a. with its registered office in Parco Gessi, 13037 hamlet Vintebbio, Serravalle Sesia (VC), Tax
Identification Number and VAT number 02235360027; and
(ii) the “Buyer” meaning the professional reseller agreeing to proceed with the purchase of Gessi’s products (the “Products”) after
receiving these General Conditions.
(collectively the “Parties”)
1.2.
By agreeing to proceed with the purchase of Gessi’s products (the “Products”) after receiving these General Conditions, for
example by accepting the delivery or by making a payment, the Buyer accepts these General Conditions pursuant to art. 1327 of
the Italian Civil Code. Following such acceptance of these General Conditions, all the Orders placed by the Buyer (the “Orders”) and
accepted by Gessi, are deemed contracts of sale and together with these General Conditions shall constitute the entire agreement
(the “Agreement”).
1.3.
These General Conditions shall prevail over any general conditions presented to Gessi by the Buyer, either in the purchase
orders or otherwise, unless expressly accepted in writing by Gessi. These General Conditions are governed by the laws of Italy.
1.4.
Gessi reserves the right, at its sole discretion, to modify the General Conditions from time to time. Any such change shall
take effect upon communicating them to the Buyer.
1.5.
The resolution, invalidity, or ineffectiveness of one (or part of) a clause or any provision of the Agreement shall not in any way
result in the termination, invalidity, or ineffectiveness in part or in the whole of any other clause or provision of the Agreement.
2. Prices and payment
2.1.
The prices indicated on this price list(the “Price List”) are V.A.T. excluded and they are expressed in EUR. In the course of
the business relationship with the Buyer, Gessi may communicate to the latter changes in price. Gessi and the Buyer may agree on
the specific discounts relating to the distribution services of the Buyer.
2.2.
Gessi reserves the right to change the Price List, for example by making changes to the Products and/or even eliminating
the same model from this Price List, at any time and at its sole discretion without any obligation to give prior notice to the Buyer.
2.3.
The payments become due with the expiration date of the relevant invoice of Gessi and shall not be retained by the Buyer
under any circumstances. In particular, any delays in delivery or other conduct of Gessi the Buyer believes to constitute a default of
Gessi shall not constitute grounds for any delay in the payments due.
2.4.
In case of any delay in the payment due, Gessi reserves the right to charge legal interest on all late payments calculated daily
and compounded monthly.
3. Retention of title
The ordered Products shall remain the property of Gessi until the relevant Order is entirely paid up by the Buyer and/or in the case of
an extended payment if such was agreed upon by Gessi. For that purpose, the Buyer shall cooperate with Gessi as may be necessary
to protect Gessi’s ownership. The above is without prejudice to the fact that the risks of losing or damaging the Products shall pass
to the Buyer from the moment the Products are delivered to the Buyer under art. 4.1. hereof.
4. Shipment and delivery
4.1.
Unless otherwise expressly agreed upon by the Parties, the delivery shall be EXW (Incoterms 2010) Gessi’s headquarters,
Italy.
4.2.
Upon delivery of the ordered Products, the Buyer shall check (i) if the delivery is complete; and (ii) the packaging of the
Products. The Buyer shall report, on a delivery report that must also be signed by the person delivering the Order to the Buyer and sent
to Gessi, any default of delivery, indicating any error in the quantity or kind of the Products delivered or any damage to the packaging.
4.3.
Unless otherwise expressly agreed upon by the Parties, within 14 calendar days from the delivery, the Buyer shall also (i)
verify whether the Products were delivered in a good shape; (ii) duly document any possible defects of production in the Products,
with photographs and/or videos showing clearly such defects; and (iii) report any such defects to Gessi, via email at the mail address
of your commercial referent (the reception of which should be confirmed by Gessi), fax, or registered letter, including a detailed
description of the default and the documentation proving the default. The Buyer shall make the Products available for inspection
or, if requested by Gessi, resend the Products to Gessi at Gessi’s cost (if the claims of the Buyer are confirmed to be valid) for its
inspection when Gessi believes it is necessary. In the event of any discrepancy between these General Conditions and the particular
agreements of the Parties in the Order’s confirmation regarding the return of the ordered Products to Gessi, the provisions of the
Order’s confirmation shall prevail.
4.4.
In the event the Buyer does not raise any objection to the delivery and/or to the ordered Products according to the provisions
of the above Sections 4.2. and 4.3., such delivery and ordered Products shall be considered, regarding visible defects, delivered in
expected quantity and quality, in a good shape, and the Buyer shall not be entitled to raise any further objections in that regard unless
otherwise provided for by applicable law. The above is without prejudice to the warranty obligations of Gessi. It is understood that
neither these General Conditions nor Gessi’s warranty shall prejudice any non-derogable guarantees provided by applicable laws.
4.5.
The Parties agree that if the sale of the Products becomes restricted by the national regulations of the Buyer that Gessi
cannot control and unless the restriction is withdrawn, Gessi may refund the payment obtained for the Products that become or that
the Parties discover to be restricted, and/or give credit to the Buyer for the Products that are not restricted, subject to availability. The
Buyer shall not be entitled, under any circumstances, to request the supply of the Products to the countries which are covered by the
relevant restrictions and/or which may be used to circumvent such restrictions, as Gessi is a manufacturer dedicated to complying
scrupulously with all the applicable laws, including also the legislation regarding the restrictions.
5. Warranties of Gessi
Gessi warrants that the Products will correspond with their technical specifications subject to such tolerances as are reasonable and
as are normally accepted in the trade and will be free from defects in material and workmanship at the time of delivery.
6. Use of Gessi’s Intellectual Property Rights by the Buyers
6.1.
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.
6.2.
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.
6.3.
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.
6.4.
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.
6.5.
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.
6.6.
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.
6.7.
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).
6.8.
The Buyer shall conduct business in a manner that always reflects favourably on the Products and reputation of Gessi.
6.9.
Any commercial use of the Intellectual Property Rights of Gessi by the Buyer other than strictly permitted under this Agreement
is prohibited.
6.10.
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.
7. Code of conduct and policy
The Buyer shall comply with Gessi’s code of conduct and all Gessi’s policies applicable to the Buyer that can be found on the official
website of Gessi https://www.gessi.com/.
8. 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,
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.
