Valid from 09/01/2019
1. SCOPE OF APPLICATION
The contents of these General Terms and Conditions of Sale govern each offer, proposal, purchase order, order confirmation and contract entered into between GARNET Srl and the Customer, subject to different agreements stipulated in writing between the parties. By signing these terms and conditions, the general terms and conditions of purchase that may be proposed by the customer are explicitly not applicable.
2. OFFERS – ORDERS – CONFIRMATION
2.1 The sales offers transmitted by GARNET Srl are valid for 30 days from the date of dispatch. Different validity terms are allowed if specified in writing in the offer itself.
2.2 The acceptance by the Customer, with relative purchase order or by countersigning the offer of GARNET Srl, must be received in writing with communication sent by email, pec or fax.
2.3 The sales contract is considered completed upon receipt by the Customer of the order confirmation sent by GARNET Srl.
3. PRICES – PRICE LISTS – DOCUMENTATION
3.1 The prices shown in any catalogs, price lists, brochures and / or any other documentation issued by GARNET Srl are expressed in Euro (€), are VAT-free, include customs fees and any duties and must be considered purely informative and indicative. All information relating to the prices of the products and the specifications of the same contained in the documents mentioned above can always be modified by GARNET Srl, if deemed necessary and / or in contradiction with the Customer during the commercial negotiation phase. The price of the sale and the specifications of the products covered by the contract are exclusively those contained in the formal offer sent by GARNET Srl and confirmed in writing to the Customer.
3.2 The Customer is forbidden in any case to reproduce and disclose the contents of the documentation referred to in Point 3.1 to third parties.
4. DELIVERY TERMS
4.1 The delivery terms, if indicated, must be understood as being purely indicative. Except in cases of willful misconduct or gross negligence on the part of GARNET Srl, any delays in delivery will not give the right to compensation for damages, direct and indirect, patrimonial or otherwise, nor to termination of the contract.
4.2 Sales are carried out in “Free of Office” mode. GARNET Srl will ship the products to the Customer at the latter’s expense and in the manner deemed most appropriate at the discretion of GARNET Srl. Any other agreements must be specified in writing.
4.3 Any damage or loss to the products occurring during the transport phase organized by the Customer is to be understood exclusively by the Customer. Therefore, GARNET Srl is to be considered exonerated from any liability following the shipment of the products.
4.4 Any damage or loss to the products occurring during the organized transport phase GARNET Srl is to be understood exclusively at the expense of GARNET Srl itself. Therefore, the Customer is to be considered exempt from any liability prior to the receipt of the products.
4.5 The Customer will check the integrity of the packaging and the products and their quantity upon receipt, under penalty of forfeiture. Any comments may be expressed to the carrier in writing, with the explicit reserve of subsequent checks, and with immediate communication by the Customer to GARNET Srl. In any case, the Customer is obliged to receive, store and keep the products received even in the event of dispute, pending the decisions agreed with GARNET Srl for the management of any returns.
4.6 Deliveries may also be split into lots. In this case the conditions of sale and payment remain unchanged with respect to what was agreed.
5. PRICES AND PAYMENT CONDITIONS
5.1 As reported in Point 3.1, the prices of the products are those indicated in the order confirmation sent by GARNET Srl to the Customer. These prices are always to be understood as net of:
i) VAT and any other applicable taxes or fees
ii) Packaging costs
iii) Shipping and transport costs, based on the agreements defined (transport paid by GARNET Srl or transport charged to the Customer)
5.2 Payment by credit instruments must be specifically agreed between GARNET Srl and the Customer, and in any case, the acceptance of such securities will always have taken place subject to collection. Any agreement contrary to this Point is excluded.
5.3 The Customer may not suspend, omit or delay product payments for any reason. Any claim must be made in a separate judgment, with the express exclusion of any creditor compensation that the Customer can enforce with respect to the amount due as payment.
5.4 In case of total or partial non-payment by the Customer within the due terms, GARNET Srl will be entitled:
i) To suspend the execution of the related contract, as well as other contracts in place with the same Customer, including any warranty obligations
ii) Interest on late payments, accrued for each day of delay in payment, at the rate determined by Legislative Decree 9 October 2002, n. 231 and subsequent amendments
iii) Immediate payment of all sums due by the Customer for each contract in progress and for any reason, with forfeiture of the same from the benefit of the term
iv) Reimbursement of expenses incurred for the recovery of the credit
v) Compensation for all damages suffered, caused by failed or delayed payment
5.5 The Customer will forfeit the benefit of the payment term even in the event of insolvency, a reduction in the guarantees given, as well as in the event of non-fulfillment and provision of the promised guarantees.
5.6 In the event of multiple debts ascribed to the Customer in favor of GARNET Srl, the latter shall be entitled to indicate to which debtor item to attribute the partial payment received from the Client.
6.1 In the case of products manufactured and / or supplied by third parties, if these should present defects and / or any kind of defect, GARNET Srl will be exclusively responsible within the limits of the guarantee right that GARNET Srl claims towards the producers and the providers.
6.2 For products assembled from and on behalf of GARNET Srl, it guarantees that they are free from defects and that they comply with the specifications indicated in the order confirmation. This guarantee of conformity is valid for 1 (one) year from the date of shipment of the products.
6.3 Any defect in the product or non-compliance with the technical specifications indicated must be reported by the Customer within 8 (eight) days from the time of receipt and immediate control of the products, with written notice to be sent to GARNET Srl by email, pec or fax. Any hidden defects must always be reported under penalty of forfeiture and always in writing within 8 (eight) days of discovery.
6.4 The guarantee referred to in the previous point may not be asserted:
i) In the event of repairs carried out on products deemed flawed or defective by the Customer or third parties, without the prior authorization of GARNET Srl
ii) In case of improper use and / or any alteration of the products by the Customer or third parties
iii) In the event that the Customer does not allow GARNET Srl and / or third parties indicated and authorized by the latter, to proceed to check and verify the products deemed flawed or defective by the Customer himself
iv) In the event of the Customer failing to return products deemed flawed or defective, when GARNET Srl has explicitly requested it
6.5 Products deemed flawed or defective may be returned by the Customer to GARNET Srl, subject to the latter’s written authorization, always at the Customer’s expense. The products must be accompanied by a regular transport document, a specific description of the products and defects found, indicating the product identification number and with reference to the invoice, the transport document and the sales documents.
6.6 In the event that GARNET Srl has verified and ascertained the actual existence of the defects or defects reported by the Customer, after appropriate verification it will, at its own discretion, exclusively repair the defective products at its own expense or replace them. In any case, it is specified that the repair of defective products at the expense of GARNET Srl or their replacement are the only remedies available with respect to the warranty obligations provided for in this document.
6.7 If the products must be assembled, connected or connected to third party components, or incorporated into products marketed by the Customer and / or by third parties (final products), it will be the Customer’s sole responsibility to verify the compatibility of the products with said components and / or final products. In particular, it will be the exclusive responsibility of the Customer to specify in the relevant Order the country of destination of the final products in order to put GARNET Srl in the conditions of being able to provide the appropriate declarations of conformity. Otherwise, the Customer will be exclusively responsible for any product discrepancies compared to the standards applicable in the relevant destination countries of the final products.
6.8 It is expressly excluded any liability for damages by GARNET Srl, its representatives, employees and / or agents, for damages of any nature, deriving from product defects or any other title, consequential or indirect.
7. PRODUCT LIABILITY
The Customer acknowledges and expressly declares that the responsibility for the products marketed by GARNET Srl rests on the manufacturer and the manufacturer of the same. In the event that the Customer and / or his successor has been declared liable for any type of damage deriving directly or indirectly from products purchased by GARNET Srl, the Customer expressly declares to waive the right of recourse against GARNET Srl provided by the ‘Art. 131 of Legislative Decree 6/9/2005 n. 206.
If the Customer puts into circulation products outside the European Union, he will be required to exclude from his Customers any liability for any damage resulting from the products themselves, within the limits permitted by the laws applicable from time to time in the relevant countries of destination.
Otherwise, the customer will be required to exempt GARNET Srl from any product liability that may arise. In any case, GARNET Srl may, at the Customer’s request, at its total discretion, provide for the replacement of the products. In this case, all costs relating to the recall and return to GARNET Srl of the products to be replaced, as well as the shipping and delivery of new products, will be considered entirely at the expense of the Customer.
8. WARRANTIES ON PAYMENTS
The credit accrued by GARNET Srl towards the Customer may be transferred to third parties at any time, and furthermore GARNET Srl will have the right to take out insurance on the solvency of the Customer, without prior notice, and without for such reasons the Customer may request any compensation, nor claim cancellation or termination of the contract.
The Customer may not assign to third parties or delegate in any form all the rights and legal situations arising from the stipulation of the contract without adequate prior notice in writing to GARNET Srl and without the latter expressing valid consent with written reply.
10. TERMINATION OF THE CONTRACT
The contract may be terminated by GARNET Srl without constituting the customer in default in the presence of one or more of the following circumstances:
i) In the event of insolvency of the Customer, or voluntary or compulsory liquidation
ii) In the event of non-fulfillment by the Customer of one or more conditions of sale provided for in this document
iii) In the event that one or more of the sales conditions set forth in this document are declared void, resulting in a significant imbalance in the performance of GARNET Srl
Upon the occurrence of one or more of the conditions specified above, the resolution will be communicated to the Customer in writing and with acknowledgment of receipt, and the resolution will take effect from the date of receipt of the communication by the Customer. The possibility of acting on the part of GARNET Srl for any damage caused by the fact, or with malice or fault by the Customer, as well as the possibility of requesting the termination of the sales contract based on common rules are reserved.
11. DATA PROTECTION
The Customer declares to have read the information as per Art. 13 of EU Regulation 679/2016, published on the website www.garnet.it and to have taken note of its rights under Chapter III of the same Regulation. The Customer, by signing these General Terms and Conditions of Sale, consents to the processing of his personal data in compliance with the aforementioned rules, for the purposes and in the manner indicated in the GARNET Srl information.
12. FINAL FORECASTS
12.1 The Customer elects domicile at the address indicated at the bottom of these General Conditions of Sale. The Customer undertakes to notify GARNET Srl in writing of any change in the elected domicile. In case of change of domicile by the Customer without timely and formal communication, all communications and deliveries made by GARNET Srl to the domicile elected in the present act shall be considered valid and correctly executed.
12.2 The invalidity or ineffectiveness of individual clauses of this deed or of any other contract signed with the Customer by GARNET Srl will not result in the invalidity or ineffectiveness of the entire relative contract, or of the other provisions contained in these General conditions of Sale.
12.3 Any variation or derogation from one or more conditions of these General Sales Conditions or any other contract signed with the Customer is permitted if made in writing and by mutual agreement between the parties, and its effectiveness will be limited in any case to the specific act for which it was planned and agreed.
12.4 The contracts stipulated with the Customer and these General Conditions of Sale are governed by Italian law.
12.5 For any dispute concerning the interpretation, execution, validity or effectiveness of any contract and / or these General Terms and Conditions of Sale, the Court of Milan will have exclusive jurisdiction.