General conditions of sale

 

These General Terms of Sale ("CONDITIONS") regulate the offer, sale and supply of all goods and / or services by Gi Metal Ltd. headquartered in Montale - Italy, zip code 51037, prov. Pistoia, Via Croce Rossa n. 1/C, VAT no. 01888690979, registered with the Chamber of Commerce, Industry and Handicrafts Agriculture in Pistoia (PT) n. 185125 of the Companies Register, lawfully represented by Mr Marco D'Annibale, as Administrator, born April 25, 1966, to Bibbiena (AR), resident in Quarrata, zip code 50139, prov. Pistoia, via Covona No. 24, Tax Code DNN MRC 66D 25A 851 Z (HEREINAFTER REFERRED TO AS THE SELLER) and apply to similar relationship between SELLER and BUYER

Alternate General Terms of Sale set forth by the BUYER will not be applicable to the relationship with the SELLER, unless otherwise agreed in writing.

The written form is also required for the validity of specific agreements other than those contained in this Regulation, between SELLER and BUYER.

These general conditions will apply to every commercial relationship between the SELLER and the BUYER, even if these general conditions are not explicitly mentioned in the negotiation phase.

Definitions:

• Consumer pursuant to D.LGS 206/2005 and to the Directive 93/13/EC, of the Council of 5 April 1993: means any natural person who is acting for purposes which are outside his trade, business, craft or profession.
• Trader pursuant to D.LGS 206/2005 and to the Directive 93/13/EC, of the Council of 5 April 1993: means any natural person or any legal person, irrespective of whether privately or publicly owned, who is acting, including through any other person acting in his name or on his behalf, for purposes relating to his trade, business, craft or profession
• Products: all the professional catering tools sold on www.gimetal.it
• Wholesaler: a Company who buys products to sell it to the users.
• the SELLER is an Italian company which manufactures and markets professional catering tools (HEREINAFTER THE “PRODUCTS”)
• The parties agree that all the PRODUCTS supplied by the SELLER to the BUYER shall be governed by the general conditions as provided herein;

 

Therefore, in consideration of the mutual covenants herein contained, it is agreed as follows:

1. Recitals and annexes

The recitals and the Annexes are an integral part of these general conditions of sale.

1. Orders and deliveries of the products for the WHOLESALERS

1. The SELLER accepts only written orders (via fax, e-mail) or online via the website www.gimetal.it
2. For the WHOLESALERS, the minimum amount of the order is € 250.00 for net goods, and the lower amount will be paid only at the discretion of the company and with a net surcharge of 15% on the total amount, for order management expenses, which shall not be, in any case, less than 15€ . The minimum order for Extra Europe Countries is 750€ goods net amount.
3. For all the other categories of buyers, the minimum amount of the order is € 75 for net goods.
4. No order of the WHOLESALER shall be binding for the SELLER unless expressly accepted in writing by the SELLER. Subsequently, the WHOLESALER will - in turn - approve and confirm the order within 24 hours, otherwise the order will be renounced.
5. No order change of the WHOLESALER shall be binding for the SELLER unless expressly accepted in writing by the SELLER. Subsequently, the WHOLESALER will - in turn - approve and confirm the order change within 24 hours, otherwise all the order will be renounced.
6. In any case, we do not accept orders with mandatory delivery date
7. The PRODUCTS shall be delivered by the SELLER to the BUYER as set forth below:
1. ITALIA

• FRANCO MAGAZZINO COMPRATORE (FMC), PORTO FRANCO, for orders of:
• grater than or equal to € 750,00=
• grater than or equal to € 500,00=, in case of web order.

 

• FRANCO MAGAZZINO VENDITORE (FMV), PORTO FRANCO, with the carriage fee (€ 22,00=) charged on the invoice, for orders under € 750,00= or € 500,00= in case of web order
  
  

1. INTERNATIONAL SHIPPING: Ex Works (EXW) - SELLER’s plant at MONTALE (PT), Via Croce Rossa 1/B. The goods travel at the PURCHASER’S exclusive risk and peril.

• For the orders made by e-mail, the shipping costs are calculated by the sales office and communicated to the BUYER by e-mail.
• For orders made through the site www.gimetal.it, shipping costs are indicated and calculated during the purchase procedure before that the customer sends the order to GI METAL s.r.l. Shipping costs are also indicated into the “Overview” webpage, where the customer can see a summary of the order.

1. Deliveries are free of customs duties within the EU. In the case of delivery in countries outside the EU, customs duties, taxes and other levies that may apply shall be borne by the customer.
2. In order to optimize the delivery and to inform the customer about the shipping, GI.METAL s.r.l. needs to pass on the customer email address, and if available, a contact phone number to the delivery company authorised to delivering the products. This forms part of the contract with GI.METAL s.r.l. The customer does not have the right to object. For further information please see our Data Protection page.
3. The SELLER shall not be liable for any loss or damage to the PRODUCTS after delivery to the BUYER; in no case shall the BUYER be relieved from its obligation to pay the price of the PRODUCTS when loss or damage to the PRODUCTS occurs after the transfer of risks on the BUYER.
4. The SELLER shall be entitled to withhold the delivery of the PRODUCTS in the event that the BUYER fails to make payment thereof.
5. In the event of delay in delivery of the PRODUCTS, for which the SELLER may be responsible, the BUYER shall not be entitled to any compensation, under any form, for the damages it may suffer.
6. The shipment of standard merchandise will be made within 7 working days from the date of confirmation of the order by the BUYER and in case of advance payment, after the receipt, by the SELLER from the BUYER, of the amount of the order. As regards custom goods, the delivery date will be notified on a case by case basis, as well as for each order requiring, for its features, a longer time to be avoid.
7. Without prejudice to any different agreements concluded between the parties.

1. Orders and deliveries of the products for Traders and Consumers: clients different from WHOLESALERS.

1. The images of the range in the online shop are intended as an illustration and do not constitute binding offers for sale. By completing the order process by clicking on the "Place order now" button the customer makes a binding offer to enter into a purchase contract.
2. The customer thereupon receives an automated confirmation of receipt of order by e-mail. This order confirmation does not constitute acceptance of the offer. The contract with GI.METAL s.r.l. is only concluded when GI.METAL s.r.l. sends the ordered product to the customer and the shipping to the customer is confirmed by e-mail within 7 working days from the date of receipt of the order, excluding unforeseen circumstances. If within the above deadline the customer doesn’t receive that email confirm, the contract with GI.METAL s.r.l. is not concluded.
3. By way of derogation from Articles 3.1 and 3.2, in case of customer chooses the wire transfer payment, the contract will be concluded when GI.METAL s.r.l. will receive the payment to the bank account: customer shall use, to make the payment, the IBAN code indicated in the e-mail named “Order confirmation”. If the customer chooses the wire transfer payment, he/she must pay within 7 (seven) days following the receipt of the email named “Order confirmation”, by making the wire transfer using the IBAN code indicated in the email named “Order confirmation”. Payment is deemed to be effected at the time of the amount is credited to the GI.METAL s.r.l. bank account, consequently the payment due date depends on the wire transfer date.
4. If the payment isn’t credited to the bank account of GI.METAL s.r.l., by using the IBAN code indicated in the email named “Order confirmation” within 7 (seven) days following the receipt of the email named “Order confirmation”, the order will be automatically deleted, because the contract will not have been entering into.
5. This General conditions of sale are downloading in pdf format on the website www.gimetal.it
6. The minimum order value is € 100,00 for net goods.
7. Shipping costs are not included in the purchase price: shipping costs are indicated and calculated during the purchase procedure before that the customer sends the order to Gi.Metal s.r.l. Shipping costs are also indicated into the “Overview” webpage, where the customer can see a summary of the order.
8. Deliveries are free of customs duties within the EU. In the case of delivery in countries outside the EU, customs duties, taxes and other levies that may apply shall be borne by the customer.
9. In order to optimize the delivery and to inform the customer about the shipping, GI.METAL s.r.l. needs to pass on the customer email address, and a contact phone number to the delivery company authorised to delivering the products. This forms part of the contract with GI.METAL s.r.l. The customer does not have the right to object. For further information please see our Data Protection page.

1. Prices and payment of the products for WHOLESALERS

1. Wholesalers must agree the payment with the sales office.
2. In case of delay in payment, the BUYER shall pay the SELLER an interest equals to the interest rate applied by the Italian law.

1. Prices and payment of the products for Traders and Consumers: clients different from WHOLESALERS

The customer shall pay the price only using one of the payment methods specified in the payment webpage

1. Order procedure

1. It is necessary to be registered to buy on www.gimetal.it
2. By clicking on the products or product descriptions, the customer navigates to the product details: the product design and size. The product is placed in the virtual shopping basket by entering the requested quantity and clicking on the “Add to cart” bottom.
3. By clicking on the "Checkout" icon, in the cart at the top right, the customer navigates to an overview page and at any time can check the goods in the virtual shopping basket and, where necessary, make changes. The NON WHOLESALER customer (consumer or trader) may click to “"CHECK OUT" to visualize details of the price (including the statutory VAT) and details of the delivery service and costs and shall have the possibility to ship the goods to an address different from the invoice address.
4. If a customer does not wish to purchase additional goods, he/she can continues via the "Checkout" button.
5. Registered customers can enter their user names and passwords here to automatically use their saved information for the order. In the other case, the new customers must be registered following the registration procedure, accepting this General Terms and Conditions of sales.

1. Technical characteristics of the products

1. The technical characteristics or specifications of the PRODUCTS, as may have been indicated in brochures, price lists, catalogues and similar documents, shall be binding, for the purpose of assessing conformity thereof, only if specifically referred to in the relevant order and accepted by the SELLER.
2. At all times the SELLER shall be entitled to modify the PRODUCTS as necessary or appropriate, provided that the SELLER informs the BUYER of any such modifications.

1. Retention of title

1. The SELLER reserves title to the PRODUCTS delivered to the BUYER until full payment of the price of the PRODUCTS is received by the SELLER.
2. The BUYER, in pursuance of the above retention of title, shall refrain from any conduct or act which may have the effect of impairing exercise thereof.
3. In case of infringement of the BUYER’s obligations provided herein, the SELLER shall be entitled to cancel forthwith any supply of the PRODUCTS which has not been performed.

1. Conventional warranty for professional customers (Traders)

1. Any complaints relating to packing, quantity, number or exterior features of the Products must be:
1. Immediately notified, writing “reservation of control” (and specifying the cause of this reservation) on the delivery note of the forwarder and also confirmed, writing the raised reservations in a recorded delivery letter, notified to Gi.Metal s.r.l., by registered letter with return receipt within 8 days from receipt of the Products.
2. Failing the writing reservation of control to the courier end the notification to the SELLER, according to the above, the BUYER's right to claim the above defects will be forfeited such as the warranty.
2. The BUYER must examine the goods, or cause them to be examined, within as short a period as is practicable in the circumstances.
3. The BUYER loses the right to rely on a lack of conformity of the goods if he does not give notice to the SELLER - by registered letter with return receipt - specifying the nature of the lack of conformity within 8 (eight) days from the date on which the goods were actually handed over to the BUYER.
4. In any case, the warranty for defects, non-conformities and/or deficiencies herein-above, is issued for a period of 6 months as from the date of delivery of the Goods.
5. The notice must indicate precisely the defect and the Products to which it refers. It must be defects or faults that would make goods unsuitable for their designed use or that would considerably reduce their value.
6. The SELLER undertakes to Buyer, provided he has been remedy by replacing or repairing (at his choice) any non-conformity (defect) of the Products for which he is liable, occurring within 15 (fifteen) days from the notified of the defect according to Article 9.1 and 9.2. After the notification, faulty goods or their parts are to be returned to the Seller at its expense, following the instructions of the competent business office. In such case the SELLER replaces or repairs the Products (or parts of the Products) – at his choice - which result to be defective after its verification.
7. The Buyer, at the time of receipt of the goods, must first check that number of packages withdrawn is in accordance with the transport document and that they are not damaged.
8. If the goods or respective packing are damaged or if some goods are lacking, the Buyer must make the necessary reservations towards the carrier, in conformity with the formalities required for the respective mode of transportation, otherwise it will be exempted from providing the warranty.
9. The SELLER shall be released from the guarantee in case the BUYER has misused, altered or modified the PRODUCTS without the consent of the SELLER, or has failed to communicate, by registered letter with return receipt, the defects of the PRODUCTS or the lack of conformity thereof, in accordance with the previous paragraphs.
10. The SELLER shall be released from any responsibility if:
1. the defects of the PRODUCTS is to be accounted to force majeure events, as described under article 7 below, or the BUYER’s, or its clients’, fault or negligence;
2. the PRODUCTS, or parts thereof, have been misused or mishandled by the BUYER or its clients.
11. The SELLER shall be entitled to withdraw any defective PRODUCTS from the market, at its own expenses, and to obtain, to the extent it is possible, the BUYER’s assistance in this respect.
12. Such with the exception of fraud of the SELLER, the SELLER shall be responsible exclusively for repairing and/or replacing any PRODUCTS which are defective and/or do not conform with the order.
13. In no event shall the SELLER’s liability of any kind include any indirect, incidental or consequential losses or damages which may have been caused by any defects or lack of conformity of the PRODUCTS.

1. Legal guarantee to the consumer

1. If the customer is a consumer, as defined in the section “definitions” and pursuant to the Consumer Code (D.lgs. 206/2005), Sassenach s.r.l. shall provide the legal warranty provided for by the Italian Code of Consumer (D.lgs. 6 settembre 2005 n. 206).
2. What is the legal guarantee: The conformity legal guarantee protects the consumer against the purchase of defective products, which is malfunctioning or don’t comply with the description given by the seller or aren’t fit for the purposes for which goods of the same type are normally used.
3. Against whom the guarantee can be asserted: the consumer shall have the right to pursue his/her legal guarantee remedies against the vendor, even if the vendor is different from the manufacturer.
4. Legal guarantee content: in the case of a lack of conformity, the consumer shall be entitled to have the goods brought into conformity, free of charge, by repair or replacement, unless this is impossible or disproportionate. If the repair or the replacement are impossible, the consumer has the right to have an appropriate reduction made in the price, or the contract rescinded with regard to those goods and the reimbursement of a sum of money which shall be commensurate with the value of the defective product, which the consumer must return to the vendor.
5. Legal guarantee duration: the seller shall be held liable where the lack of conformity becomes apparent within two years as from delivery of the goods. The right is subject to a limitation period, which expires within a period of two years from the time of delivery. The guarantee and the consumer must inform the seller of the lack of conformity within a period of two months from the date on which he detected such lack of conformity.

1. Consumer’s right of withdrawal

1. The right to withdrawal set forth in this article shall applied only to the consumers customer is a Trader as defined in the section “definitions” and pursuant to the Consumer Code (D.lgs. 206/2005).
2. To withdraw from this contract, the consumer shall have a period of 14 days, from the day on which the consumer or a third party, other than the carrier and indicated by the consumer, acquires the material possession of the products or
1. in the case of multiple goods ordered by the consumer in one order and delivered separately, the day on which the consumer or a third party other than the carrier and indicated by the consumer acquires physical possession of the last good
2. in the case of delivery of a good consisting of multiple lots or pieces, the day on which the consumer or a third party other than the carrier and indicated by the consumer acquires physical possession of the last lot or piece;
3. Before the expiry of the withdrawal period, the consumer shall inform GI.METAL S.R.L. of his decision to withdraw from the contract. For this purpose, the consumer may either:
1. use the model withdrawal form as set out in that link; or
2. make any other unequivocal statement setting out his decision to withdraw from the contract.
4. The consumer shall have exercised his right of withdrawal within the withdrawal period, if the communication concerning the exercise of the right of withdrawal is sent by the consumer before that period has expired.
5. GI.METAL s.r.l. shall communicate to the consumer an acknowledgement of receipt of such a withdrawal by email, without delay.
6. The burden of proof of exercising the right of withdrawal in accordance with this Article shall be on the consumer.
7. GI.METAL s.r.l. shall reimburse all payments received from the consumer, including, if applicable, the costs of delivery without undue delay and in any event not later than 14 days from the day on which he is informed of the consumer’s decision to withdraw from the contract. GI.METAL s.r.l. shall carry out the reimbursement using the same means of payment as the consumer used for the initial transaction, unless the consumer has expressly agreed otherwise and provided that the consumer does not incur any fees as a result of such reimbursement.
8. Notwithstanding article 11.7, GI.METAL s.r.l. shall not be required to reimburse the supplementary costs, if the consumer has expressly opted for a type of delivery other than the least expensive type of standard delivery offered by GI.METAL s.r.l.
9. GI METAL s.r.l. may withhold the reimbursement until he has received the goods back, or until the consumer has supplied evidence of having sent back the goods, whichever is the earliest.
10. The consumer shall send back the goods or hand them over to GI.METAL s.r.l., or to a third party authorised by GI.METAL s.r.l. to receive the goods, without undue delay and in any event not later than 14 days from the day on which he has communicated his decision to withdraw from the contract to GI.METAL s.r.l.. The deadline shall be met if the consumer sends back the goods before the period of 14 days has expired. The consumer shall only bear the direct cost of returning the goods.
11. The consumer shall only be liable for any diminished value of the goods resulting from the handling of the goods other than what is necessary to establish the nature, characteristics and functioning of the goods.
12. In any case, the right of withdrawal is excluded in relation to:

• the supply of goods or services for which the price is dependent on fluctuations in the financial market which cannot be controlled by the trader and which may occur within the withdrawal period;
• the supply of goods made to the consumer’s specifications or clearly personalised;
• the supply of goods which are liable to deteriorate or expire rapidly;
• the supply of sealed goods which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery;
• the supply of goods which are, after delivery, according to their nature, inseparably mixed with other items.

1. Force majeure
   Either party shall have the right to suspend or not perform its contractual obligations when such performance becomes impossible or burdensome on account of unforeseeable events beyond its control, such as strikes, boycott, lock-outs, res, war, civil war, riots, revolutions, requisitions, embargo, energy black-outs, outbreack.
2. Term
   These general conditions of sale take effects from the 1st of September 2020 and these can be unilaterally modified by Gi.Metal s.r.l., which will communicate the variations to the other part.

1. Applicable law – competent jurisdiction

1. Unless otherwise agreed, these general conditions of sale shall be governed by the United Nations Convention on the International Sales of goods and, with respect to any matters not covered by such Convention, by the laws of Italy.
2. For the purpose of interpreting the terms of delivery or any other trade terms as may be employed by the parties, reference is made to Incoterms of the International Chamber of Commerce of Paris 2010.
3. Unless otherwise agreed the Court of Pistoia (Italy) shall have exclusive jurisdiction over any dispute arising out of or in connection with the validity, interpretation and performance these general conditions of sale.
4. As an exception to the principle under article no. 14.3 above, the SELLER, if he wants, shall be entitled to bring any action against the BUYER, including actions to obtain seizures and interim measures, before the competent Court of the place where the BUYER has its registered of place

1. Consumer exclusive jurisdiction
   Any disputes arising under or in connection with contract concluded by consumers shall be finally settled by the court where consumer has his/her own domicile or habitual residence, if located in the territory of the State.

1. Miscellanea

1. These general conditions of sale are the only agreement between the parties for the sale of the PRODUCTS and may be amended exclusively by the written agreement of the parties.
2. Possible nullity of any or all provisions herein shall not invalidate any remaining contractual provisions; the parties, if possible, shall replace any invalid provisions with valid clauses having equivalent or the closest contents.
3. The Italian text of these general conditions of sale, regardless of any translation in any other language, shall be the only authentic text for the purpose of the interpretation thereof.
4. Should either party fail to take any action or assert any right hereunder, such acquiescence shall not be interpreted as a waiver to take any action or assert any right in the future.

The following clauses are specifically approved in writing: art.2, 4, 5, 6, 7, 8, 9,10, 11.