CONDITIONS OF SALE GEL MATIC ITALIA S.R.L.
ARTICLE 1. General Conditions
1.1 These General Conditions of Sale apply to all agreements between Gel Matic Italia Srl (hereinafter also “Gel Matic”) and the buyer (hereinafter also the “Customer”), that implies the full acceptance without reservations of the Terms indicated hereinafter.
1.2. Gel Matic is based in via Galileo Galilei, 10, 24050 Orio al Serio (BG), Italy, Tax Code, VAT number and Company Registration Code 00383100161.
1.3 Gel Matic assembles and sells machines for soft ice cream, express gelato, frozen yogurt, milkshakes and frozen beverages, and the relative components and spare parts (hereinafter also the “Products”) as per the constantly updated catalog and current price list. Gel Matic exclusively deals with professional customers who use the Products for purposes related to their work activities. The Customer cannot be understood as a consumer, even under the legislation protecting him.
1.4 Any Order made by the Customer shall include the product code with related technical specifications, the quantity requested and the place of delivery. The completion of the Customer’s Order is subject to Gel Matic sending the related order confirmation, indicating the payment terms for the Products. Gel Matic will not be bound by the simple receipt of an order by the Customer.
1.5 Gel Matic guarantees that the Products and/or their components comply with the applicable European Union (EU) standards. Gel Matic does not guarantee the conformity of the Products with the laws and regulations applicable in the Distributor/Buyer’s country, should the latter reside outside the EU or, more generally, in any country that does not belong to the EU. The Customer guarantees that the Product can be freely imported and will be responsible for any prohibition or limitation in this regard (customs and import regulations or regulations concerning the Product safety and its technical specifications). Gel Matic will be held harmless by the Customer for any cost, charge, prejudice or damage – direct or indirect – in relation to the non-compliance of the Product with the regulations of the country of destination. If the Product is used in countries other than those indicated in the order, Gel Matic will be deemed expressly harmless and indemnified from any prejudice arising from the responsibility of the Customer.
1.6 The price of the Product agreed between Gel Matic and the Customer, is without VAT and, according to INCOTERMS 2020 of the International Chamber of Commerce, it is intended to be Ex-Works loaded Gel Matic warehouse, located in Grassobbio (Bergamo, Italy), via Zanica 6C, including box-pallet packaging. The Customer will be charged extra for any special requests (fumigation, wooden boxes, etc.).
1.7 Gel Matic reserves the right to make all the changes and innovations it deems necessary to the Products and / or their components, at any time and without the need for information, without however changing the technical and functional characteristics of the Products and / or their components, and reserving all rights deriving from such variations.
1.8 The Products are covered by an insurance policy for product liability. In the event of a claim due to product malfunction, the compensation may not exceed the maximum amount indicated in the Gel Matic insurance policy regarding products liability. Gel Matic may not be held liable in any case for the deterioration or damage of the Product, once the risk has been transferred, even though he has organized the transport on behalf of the Customer. The goods always travel at the Customer’s own risk, and it is agreed that each shipment is carried out by specific instructions of the customer. In this case insurance of goods during transport is mandatory, and it will be at the Customer’s charge.
Under no circumstances will the Customer be relieved of his duty to pay the full price of the Product should the goods deteriorate or become damaged after the risk has been transferred.
ARTICLE 2. Terms of delivery
2.1 The Product delivery date indicated in the Order Confirmation is indicative and not mandatory (date of departure of the goods from the Gel Matic warehouse). Any delays will not determine any right on the part of the Customer to indemnity or compensation of any kind. In the event of force majeure events, such as natural disasters and any obstacle beyond the will of Gel Matic, with a delay of more than two months with respect to the agreed delivery time, both parties have the right to terminate the contract with written notice to the other party, without this giving rise to any right to compensation, nor compensation for damages for any of the Parties.
2.2 The Customer is required to examine the goods received accurately at the time of delivery and to notify the carrier of any defects found or verifiable. If no conditional acceptance is notified to the carrier, the Products are considered definitively accepted.
ARTICLE 3. Terms of Payment
3.1 The Products will be shipped to the address indicated by the Customer in the order, once full payment of the price has been received, unless otherwise agreed in writing between the Parties.
3.2 The payment methods are those indicated in the Gel Matic’s Order Confirmation. The Customer may request other payment terms when placing an order and their acceptance must be indicated by Gel Matic in the Order Confirmation.
Unless otherwise confirmed in writing by Gel Matic, payment is intended by bank transfer in euros using the bank details indicated in the relevant Order Confirmation, to be received before delivery of the goods. The Customer is not allowed to make any compensation or deductions; the money transfer expenses are at the payer’s charge.
3.3 Payments to third parties are not accepted as valid unless authorized in writing.
3.4 Any complaints or disputes over invoices are accepted as long as they are notified to Gel Matic headquarter, also by email, within eight days from the date of receipt of the invoice.
3.5 In the event of late payment, Gel Matic may demand default interest from the payment-due date and credit recovery costs, including legal fees, in accordance with Legislative Decree n° 192 dated 9 November 2012 and subsequent amendments.
ARTICLE 4. Retention of title
4.1 In the event of a Sale with payment in installments, Gel Matic still retains the full title to the Products until the agreed price is paid in full. Should the Customer fail to pay even just one installment, Gel Matic shall have the right to repossess the Products without having to return any amounts already paid, which he will retain as damage for the use made and detention of the Products.
Should, for any reason, the sold Product become wholly or partially ruined or be involved in an accident before the full price has been paid off, Gel Matic shall have the right to demand full payment of the residual price. In case of resale of the Product owned by Gel Matic by the Customer to third parties, the credits deriving from such resale are understood to be transferred to Gel Matic as a guarantee. Should the Customer’s economic situation deteriorate to an extent exceeding ordinary commercial management, Gel Matic may terminate the contract by written notice and the Customer must return the Products at his own expense. The amounts already paid will be retained by Gel Matic as an indemnity, without prejudice to the latter’s right to greater damage.
ARTICLE 5. Warranty
5.1 Unless otherwise agreed in writing between the Parties, Gel Matic guarantees the Products and / or their components upon delivery and for a period of 12 (twelve) months.
5.2 This Warranty is not applicable and Gel Matic cannot therefore be held liable in any manner whatsoever nor may he be charged any costs in the event that: (i) the Products have not been used in regular conditions of use and/or without following Gel Matic’s instructions and those indicated in the supplied user manual; (ii) any defects are found to have been caused by improper installation (for example by an incorrect electrical voltage) maintenance or repair, tampering or by unauthorized changes or adaptations made without the written approval of Gel Matic; (iii) the defects are due to normal wear and tear of the Products (iv) non-original spare parts are used. The warranty does not cover wear parts (consumables).
5.3 Should the Warranty be applicable, the Customer shall always be responsible for paying the labour costs, travel and transfers as well as the transport costs for the component found to be faulty.
5.4 Under no circumstance will Gel Matic be held liable for any indirect or consequential damages and/or for loss in profit that the Customer may sustain as a consequence of defects in the Products and/or their components, such as, for example and not limited to, the cancellation of orders by clients, penalties for late delivery, work interruptions and any other penalty or refund of any nature.
ARTICLE 6. Intellectual property rights
6.1 Gel Matic retains full and exclusive ownership of the Intellectual Property Rights regarding the Products; their communication or use within the sphere of these General Terms and Conditions of Sale does not constitute for the Customer any right or claim to said Intellectual Property Rights. The Customer agrees not to perform any action in breach of the title of said Intellectual Property Rights.
6.2 The Customer declares that: (i) Gel Matic is the exclusive owner of the trademarks; (ii) he will abstain from using and registering any other trademarks that are similar to and/or may be confused with the said trademarks; (iii) he will only and exclusively use the trademarks in compliance with the Producer/Seller’s instructions and then only and exclusively for the purposes indicated in these General Terms and Conditions of Sale.
ARTICLE 7. Returns
7.1 Returns of Products are not accepted and will therefore be rejected if not previously agreed and authorized in writing. In case of customized products, that have been specially ordered, the return cannot be accepted in any way.
ARTICLE 8. Confidential and sensitive information
8.1 Each datum, drawing, machinery or other material and information transmitted by Gel Matic to the Customer shall be considered sensitive and confidential information belonging to Gel Matic.
8.2 The Distributor/Buyer agrees to keep all the material and information covered by Article 7.1 above strictly confidential, as well as any other sensitive material or information, owned by Gel Matic and received for purposes related to the Order and Offer, and he agrees not to disclose in any way or release said materials and information to third parties, without first obtaining Gel Matic’s written approval to do so.
ARTICLE 9. Personal Data Processing
ARTICLE 10. Applicable Law and Jurisdiction
10.1 The present General Terms and Conditions of Sale Agreement is subject to the Italian law.
10.2 Any dispute that may arise in relation to the interpretation, application and execution of the General Conditions of Sale Agreement will be the exclusive competence of the Court of Bergamo.