1. Conditions Application

The present General Selling Conditions regulate the relationship between G.EL.SE SRL (from now on G.EL.SE SRL) and the Client if not expressly waived by specific conditions confirmed in written form by G.EL.SE SRL

2. Orders

All orders must be sent by fax, letter or e-mail. G.EL.SE SRL reserves the right to accept verbal and phone orders. The orders taken by intermediates of G.EL .SE SRL can be refined by G.EL.SE SRL, situated in Ponte San Nicolò – Padova, by sending the order confirmation. Every clausal or special condition figuring in the Clients order that is in contradiction with the General Selling Conditions stated in the current year will be considered invalid

3. Perfectioning of the Contract

The G.EL.SE SRL offer is not an exact contract as stated in the Italian Civil Code Art. 1326 and is not in any case binding for G.EL.SE SRL but is rather a focalization regarding  its products and current prices at the time of the offer and so is subject to future changes. For every order, G.EL.SE SRL can send a written order confirmation to the client who is required to sign and return the said order, thus refining the contract. Further information or data on the technical characteristics of the product contained in the catalogues, price list or similar documents will be considered binding only if they have been confirmed in written form by G.EL.SE SRL. In any case, if an advanced payment is required for part of the amount or its totality G.EL.SE SRL will have the faculty to ask for the dissolution of the contract because of the client’s non fulfillment.

4. Terms of delivery

The terms of delivery of GEL.SE SRL are approximate and not binding, therefore G.EL.SE SRL cannot be considered responsible for any inconveniences or damage caused by failure to respect expected time of delivery. The delivery of a quantitative of goods inferior to the amount ordered does not free the client from the obligation to accept the delivery and to pay the products delivered. Unless specified in written form, the execution of the order beyond the terms of delivery expected does not give right to the client to ask for dissolution of the contract.

5. Return of the goods

a) Any goods’ return will have to be previously accepted in written form by G.EL.SE SRL. b) The rendered goods will be accepted only if accompanied by an authorization. All rendered goods must be returned in their original packaging and packed to avoid any damage, otherwise the client will be held responsible.  All returned goods must be delivered by a G.EL.SE SRL authorized courier, according to the process described in the (Authorisation of Returned Goods: R.M.A ).  If the returned products are claimed to be faulty, then a description of the claimed fault must be included in the package together with the returned goods. The products returned without  justification will be sent back to the client and the expenses will be charged to the latter. No return, even if authorized, will be accepted if the following information is not included in the document accompanying the goods. c1) N° of Returned Goods Authorization passed to the client by G.EL.SE SRL c2) N° of the transport document. c3) Quantity and type of the device returned. c4) explanation for the return of the device. c5) request of substitution or restoration. d) Under no circumstances will welded, tampered, damaged  products or those faulty due to improper use be accepted. e) the products not in compliance to standard specifications or to the conditions stated will be handed back to the client who will cover the delivery costs.

6. Conditions of Payment

All invoices must be paid to the registered address of G.EL.SE SRL in Ponte san Nicolò – Padova, maintaining the terms agreed upon independently by any anomalies occurred in the period of warranty and the necessity of eventual testing. G.EL.SE SRL reserves itself the right to issue bank receipts or drafts in accordance with article 1182 C.C., section 3. For the clients that order for the first time at G.EL.SE SRL payment may be made in cash at the time of delivery of the goods. Any notifications concerning invoices must arrive through registered mail to G.EL.SE SRL, within 8 days from the time of delivery. Any delay in payment will be charged at the current rate of interest increased by 3%. Discounts are not allowed if not permitted by G.EL.SE SRL. Minimum order is 100,00€. The client is not entitled to any deduction from the sum fixed (ex. Anticipated payment, or product flaws) if not previously agreed in written form by G.EL.SE SRL. If G.EL.SE SRL is convinced that the client could not or would not pay for the products within the fixed terms, G.EL.SE SRL could subordinate the delivery of the products to adequate payment guarantees.

7. Suspension of delivery and resolution of the contract

G.EL.SE SRL reserves itself the right to suspend deliveries if the client fails to carry out a payment according to the terms agreed on or if the other agreements or obligations in general are not fulfilled. After the conclusion of the contract if the clients’ conditions change and consist in delayed or missing payment , G.EL.SE SRL reserves itself the right to suspend deliveries and to end the contract with immediate effect and to communicate the conclusion (ex art. 1186 C.C) thereby asking for an immediate payment in cash of the missing amount and of the outstanding invoices, through communication with registered mail.

8. Prices

Selling prices are calculated exclusive of IVA as specified in article 4, p.to a); every other service will have to be agreed upon and will be charged accordingly. For imported materials, prices are fixed to a specific rate of change agreed by the parties involved. Therefore the invoice prices are indicative to the rate of change of Sole 24 Ore and in accordance with the date of the document of transport of the goods. The prices will not be changed if the rate goes below the percentage stated in the order confirmation, but will vary if the variation is superior to the one stated in the order confirmation. Every further expense imposed by law (such as customs) will be charged to the client. G.EL.SE SRL reserves itself the right to modify the price list of their products in case of rising supply prices or other expenses relative to buying price of the products. On the amounts stated on the invoices no rounding or curtailments will be accepted.

9. Order cancellation and re-planning

Cancellation of orders and reduction of the quantity cannot be decided by the client without previous authorization written by the seller. Eventual re-planning  will be agreed upon with G.EL.SE SRL in written form. Previous notification by e-mail at least a month before deadlines is required. Notwithstanding the present General Conditions, it is tacitly agreed that orders concerning special/ personalized products or products that have to be assembled with special Kits, or products not present in G.EL.SE SRL catalogue– which is all those products that G.EL.SE SRL describes as “NCNR” have to be considered peremptorily NON–CANCELLABLE and NON-RETURNABLE.

10. Guarantee

In case of non conformity or malfunctioning of the products, G.EL.SE SRL being a distributor and not a producer can only substitute or accredit the malfunctioning products in equal measure to the selling price. The client will have to describe in written form the existence of eventual malfunctioning within 8 days from fault discovery to G.EL.SE SRL who gives the client 12 months warranty for their products. All complaints must be received within and not after a period of 12 months. This period will be calculated starting from the date of delivery to the clients or in case of delay, from the date agreed upon with the client. Whether the producer guarantees a longer period of warranty, G.EL.SE SRL will also guarantee its products for a longer time on clients’ request unless there are different agreements with the producer. When G.EL.SE SRL indicates in the offer that the products come from the free market, the time of guarantee will also be stated. Within this time G.EL.SE SRL will accept complaints in accordance with the date of delivery stated on the document of transport.
After the agreed time no claim will be accepted for any reason. Eventual claims sent in written form by the client after the date written in the offer will be void, and therefore will not be taken into consideration in accordance with the art. 1490 and 1495 C.C. Claims will be accepted ONLY if received within the date stated on our offer.
G.EL.SE SRL reserves itself the faculty to return to the client the amount paid by the client for the product or it can repair or substitute those products that are acknowledged to be malfunctioning  within the terms of guarantee indicated above. The eventual transportation expenses are charged to the client. G.EL.SE SRL is not obliged to give assistance in accordance to the present article to repaired damages derived from improper use of the goods or to their connection to unsuitable devices. G.EL.SE SRL is not responsible for damages derived or connected to unpredictable circumstances and not depending on .G.EL.SE SRL will.
Any welding problems cannot be contested because of the impossibility to guarantee all the components coming from the free market.

11. Force majeure

G.EL.SE SRL will not be held responsible, except in circumstances of serious negligence, for the un-fulfillment of the contract or for eventual delay in fulfilling its obligations and the client will not have rights to ask for the resolution or ask for damages if the un-fulfillment is due to: a)causes not reasonably ascribable to G.EL.SE SRL  itself – b) to the necessity to follow laws, regulations, orders or acts or requests with rights of precedence by any governmental subject civil or military party or organization representing them. c) from actions or omissions made by the client or by causes of force majeure such as, flooding, fire, strikes, closure of the firm, embargoes, wars, strikes, manifestations, transport deficiencies, impossibility to obtain manpower, or materials at the usual conditions by G.EL.SE SRL or other similar causes.

12. Confidentiality

Both parts are obliged not to use and not to reveal in any way, directly or indirectly to third parties, individuals, organizations or companies the information acquired during the contract duration.

13. Privacy (L. 675/96)

According to the article 10 L. 675/96 we communicate that all personal data will be treated in respectful accordance to the contract and the laws connected to it.  It will also be utilized to gather information about the financial/economical situation of the client, to verify the state of payment of the contract and sending commercial /advertising information.  Agreement is not requested in accordance with the Italian Art. 12, lett. f) 675/96. G.EL.SE SRL – registered address Ponte San Nicolò Padova is responsible for the treatment of the data together with Mr…  domiciled at the headquarters of G.EL.SE SRL

14. Use limitations and indemnity

The products sold by G.EL.SE SRL will be used exclusively for the purposes stated by the original producers. These purposes usually do not include the use of the products in systems of support of human life, the use in connection with nuclear material or in any purpose where a malfunctioning can cause damage to life, to the body or to human health or loss of great sums of money. In case the client might use or sell again the products acquired or devised be G.EL.SE SRL for one or more of the above purposes it is at his own risk and takes all consequent responsibility. In case of missing observance the client will not hold G.EL.SE SRL or the producer in any case responsible of the direct or indirect damages, costs and responsibilities connected with the violation of the present clause and of the limitations of use stated by the producers.

15. Intellectual propriety

If an order includes a software or any other intellectual propriety, such a propriety or software is supplied by G.EL.SE SRL to the Client, complementary with the copyright license that usually accompanies such software and intellectual proprieties. Nothing here stated should be understood as an acknowledgment of any right or license to use for any software for a purpose not specifically permitted in accordance with the license.

16. Control of selling and exportations

All the products sold by G.EL.SE SRL are meant to be used exclusively in the country in which they are sold as agreed with the client. Reselling and making a different use of the products and relative technology and documentation are relative on the norms exportation control (laws, ordinances, directives, decisions, administrative acts) in force in the United States of America, in the countries where the client is domiciled and of the European Union and have to be subject to the norms in force regarding import/export in the EU countries. It is the client who will keep himself informed on the necessary licenses for exportation.

17. Jurisdiction and competent court

The contract is disciplined according to the Italian laws, the judicial authority competent in whichever controversy regarding the orders and bank payments and swift will exclusively be the Court of Padova. The convention on Contracts for international selling of Goods of the United Nations will not be applied.
18. Modifications
Any addition or modification of the present General selling Conditions will not be considered valid if not stated in written form and approved by the Parts. An eventual invalidity of one or more clauses present in the general selling conditions does not affect the validity of the Conditions in General.

18. Modifications

Any agreement derogating from and / or supplementary to the text of these Conditions of Sale shall not be valid unless made in writing and expressly approved by both parties. The possible invalidity of one or more provisions of these Conditions of Sale shall not affect the validity of the same whole.