General Terms and Conditions of Sale for Spare Parts

1. DEFINITIONS

1.1 As used herein, the following terms and phrases shall have the meanings ascribed below:

- Seller or Galdi: The Company Galdi Srl, with seat in 31038 Postioma (Treviso, Italy), Via Enrico Fermi 43;

- Client: the purchaser of the Seller’s Products;

- Products: any machinery and/or component manufactured by the Seller;

- Spare Parts: interchangeable part as contained in the Seller’s catalogue and used to repair or replace a faulty part of the Products.

- Price: the cost of a Spare Part as mentioned in Galdi’s price-list which is published in the reserved area of Galdi Srl’s website.

- General Terms and Conditions of Sale: the agreed conditions of sale of Galdi’s Spare Parts contained herein.

1.2 These General Terms and Conditions apply to all sales of Spare Parts relating to Products manufactured by Galdi, except if otherwise agreed in writing by the Parts hereto.

These General Terms and Conditions are published in the Seller’s website https://www.galdi.it/en/general-terms-and-conditions-spare-parts.html

They are therefore deemed known and accepted by the Customer when passing an order as provided in point 2 below.

1.3 Any change or alteration to these General Terms and Conditions shall have no effect for the Parts hereto until it has been previously approved by Galdi in writing. Galdi reserves the right to change the contents of these General Terms and Conditions at any time without notice.

The sales agreement is governed by these General Terms and Conditions only and no other provision or clause of whatever kind mentioned in any documents sent by the Customer or made available in any other way shall be deemed to apply in any circumstances unless explicitly approved by Galdi in writing.


2. QUOTATIONS AND ORDERS

2.1 The Customer may place orders and request quotations for Spare Parts via the Seller’s Website only using the so-called e-Portal facility. If the Customer does not have an active online account, they may ask for one from Galdi. It is understood that on placing an order on line via Galdi’s Website, the Customer is entirely responsible for any wrong or incomplete information entered therein (particularly the recipient’s address) which might cause mistakes in delivery or in the execution of the order in general.

2.2 Quotations from the Seller or from the Seller’s representatives or aids, although accepted by the Customer, are not binding for the Seller unless a written confirmation of order is sent or compliant execution from the Seller takes place. In the same way, whenever the Customers has sent a purchasing request, the Seller is not bound to it until a written confirmation of order is sent or the order is executed as agreed. Any quotations issued by the Seller are valid 30 days from the date of issue.

2.3 Whenever a Customer sends an order to Galdi, if the order is sent by noon (Italian time) and the Spare Part(s) is (are) in stock, this (these) shall be shipped during the afternoon of the following day. In case of orders qualified as “urgent” by the Customer and placed by noon, the shipment shall be made in the afternoon of the same day. In such cases, a 10% surcharge shall be applied to the original price at Galdi’s discretion.

2.4 The minimum order amount is 200€ net price without vat or transport cost. In case the value of spare parts will be less than 200€ will be added on the order an extra fee to reach the minimum amount.


3. PRICES

3.1 Unless otherwise agreed upon, the sales prices are “ex works prices (Galdi’s premises)” for each product unit net of any due taxes and/or duties. Unless otherwise agreed upon, all prices are subject to revision at any time.


4. PACKAGING

4.1 Prices include any packaging that the Seller may or may not provide at the Seller’s sole discretion: however, it is understood that the goods shall always be adequately protected for shipment. In case no packaging is provided, no discounts or rebates shall be granted to the customer. Special crate packaging shall be billed at the sales price.


5. SHIPMENT/DELIVERY

5.1 Unless otherwise agreed upon in writing, all sales are meant “ex works” (Exw (Incoterms 2010) Galdi’s premises). Therefore, even though it has been agreed that the shipment should be partly or totally arranged by the Seller, the Seller shall act in the name and on behalf of the Customer, and transportation shall be at the Customer’s risk and charge, including any storage costs if the goods are stored in any forwarder’s warehouse. Delivery terms are calculated from the date of the confirmation of order provided all the necessary details for carrying out the supply have been supplied by the Customer.

5.2. For all carriage forward shipments, the courier account number provided by the Customer shall be used; for all carriage paid shipments, the forwarding means shall be decided by Galdi. For shipments exceeding a certain volume/weight the most economical forwarder shall be used.

5.3. For shipments qualified as urgent by the Customer, the fastest delivery shall be preferred. Whenever the order is urgent, no quotation of transport costs shall be submitted to the Customer.


6. PAYMENTS

Payment conditions shall be mentioned in the Seller’s confirmation of order or in a separate document sent to the Customer after Galdi has carried out delivery in compliance with the order. The Customer shall pay the full price even in case of complaint or dispute. Any failure or delay in payment in full or in part shall entitle the Seller to ask for default interest at the official discount rate plus eight percentage points starting from the due date and without formal notice. In case of faulty or delayed payment, the Seller reserves the right to terminate this agreement as provided by the express termination clause (art. # 1456 of the Italian Civil Code). The Seller is entitled from now on to suspend any supplies whenever the Customer omits any payments within the agreed time limits.


7. INVOICING AND DOCUMENT AVAILABILITY

7.1 The Seller’s invoices shall include transportation costs and shall be sent to the Customer by a pdf attachment sent to the e-mail box mentioned by the Customer.

7.2 The Customer shall communicate Galdi the e-mail address where invoices should be sent and promptly notify Galdi in case it is changed during the pending supply or in case of future orders.


8. COMPLAINTS

8.1 Any claims for faulty Spare Parts shall be notified to Galdi no later than eight (8) days from delivery. The Customer shall then return Galdi the Spare Part(s) so that Galdi can carry out the appropriate checks. Whenever the claim is grounded, transportation costs shall be borne by the Seller if duly documented by the Customer, and Galdi shall replace or repair the Spare Part(s) at Galdi’s sole discretion.

8.2 Any claims relating to the non-compliance of any Spare Part to the order shall be sent by the Customer via e-mail to the Seller’s e-mail box no later than thirty (30) days from delivery. After 30 days from delivery, the goods shall be deemed to have been accepted.

8.3 Any damage suspected or incurred during transportation shall be immediately notified to the forwarder, the Seller being totally exempted from liability in such cases.

8.4 Whenever the Customer has made a mistake in the order (code number, final usage, quantity, etc.), the Customer shall contact the Seller via e-mail within one hour from the Confirmation of Order to ask for immediate cancellation, notwithstanding the following:

i) If the shipment of the ordered Spare Part(s) has already been organized when receiving the Customer’s request for cancellation, the Customer can only reject the relevant delivery by asking the Forwarder a copy of the Order and marking the Delivery Order as “Rejected” without signing it.

ii) In all cases, the price of any wrongly ordered, delivered and returned Spare Part(s) shall be refunded only provided that, once returned, this/these Spare Part(s) is/are intact, in its/their original packaging and in good state, i.e. unused, and the packaging is not damaged, dirty or written upon.

iii) If the Spare Part(s) is/are incomplete or damaged, Galdi reserves the right not to refund it/them or to hold back up to 70% of its (their) sales price.

iv) If the Customer wishes to receive the correct Spare Part(s), they shall place a new Order.


9. GUARANTEE

9.1 The Seller guarantees the Spare Parts are free from manufacturing faults. Unless otherwise agreed and approved in writing by the Parts hereto, the guarantee is valid six (6) months from the delivery date mentioned in the transportation document for new Spare Parts, and three (3) months for regenerated Spare Parts. Except in case of willful misconduct or gross negligence, the Seller is not liable for damage resulting from transportation, wrong installation, bad storage conditions, noncompliant use of Spare Parts, tampering or repair work done by individuals who have not been authorized by the Seller, use of non-original spare parts or lack of maintenance when this is envisaged in the user manual.

9.2 In any case, the Customer shall not suspend or delay the payment of the full price or of any installments. The guarantee includes the ex-works supply of Spare Parts (Exw (Incoterms 2010) Galdi’s premises) and does not include any transportation costs to or from the Seller, any labour costs and/or travel costs for the Seller’s technicians or for any staff authorized by the Seller.


10. RETURNING NONCOMPLIANT SPARE PARTS

10.1 The Seller shall only accept returned noncompliant or wrongly ordered Spare Parts (see point 8 above), warranty Spare Parts (see point 9 above) or Spare Parts for repair if the Customer has taken the following steps:

  1. contact Galdi via e-mail mentioning the following:

Galdi shall then send the Customer a confirmation or rejection of approval within eight (8) days (RMA-return materials authorization)

  • use the original complete, undamaged packaging for the Spare Part
  1. put the original packaging in an appropriately protected carton attaching the RMA
  2. organize courier shipment.

10.2 Taking all the above steps ensures that the Products reach the correct destination in a good state and as quickly as possible. Should the Customer not comply with the above instructions, Galdi reserves the right to reject the returned Spare Parts on reception.

10.3 If the returned Spare Parts are warranty parts, Galdi shall send a replacement to be paid for at ninety (90) days date of invoice end of month, so that Galdi has the time to check the origin of the fault with its own supplier. If the warranty replacement/repair is approved by Galdi’s supplier, Galdi shall issue a credit note to the Customer.

10.4 For any non-warranty repair parts, Galdi shall send them to its own supplier and quote the Customer for repair.


11. PRODUCT LIABILITY

Except when it is proved that the fault which caused damage to persons or items of property was pre-existing when the Product was sold, the Customer shall indemnify and hold the Seller harmless from and against any claim for liability, damages, expenses or costs pursuant to the Italian Presidential Decree no. 224 dd. May 24, 1988 (“Liability for faulty products”) whenever the damage is ascribed to the Customer, and particularly whenever the Customer: i) has used the Spare Parts or Products inappropriately, or ii) has allowed any person to service or repair the Products without the Seller’s authorization, or iii) has used spare parts which did not bear the Seller’s original brand, or iv) has not carried out any scheduled maintenance on the Products, or v) has not followed the instructions contained in the installation, user and maintenance manuals during the installation, use and maintenance of the Products.


12. RETENTION OF OWNERSHIP

12.1 The Products sold under these General Terms and Conditions are under the Seller’s retention of ownership right as provided by article # 1523 ff of the Italian Civil Code). The Customer shall acquire the ownership of Spare Parts after paying the last installment of the agreed price, including any interest, but shall bear all the risks starting from the delivery date. If this agreement is terminated for cause by the Seller, the Customer shall return any goods covered by these General Terms and Conditions within ten days from receiving the termination notice pursuant to article # 1456 par. 2 of the Italian Civil Code and waive any right to be refunded of any paid installments as these shall be held by the Seller as a compensation pursuant to art. # 1526 par. 2 of the Italian Civil Code.


13. ACCELERATION CLAUSE

Failure to pay or delayed payment of two or more installments shall automatically cause the operation of the acceleration clause and the Seller shall be entitled to receive the immediate full payment of the remaining portion of the Price due.


14. SEIZURE, ATTACHMENT

14.1 Until the full Price has been paid, the Customer undertakes to notify the Seller of any act of seizure, attachment or any other judicial order affecting the goods covered by these General Terms and Conditions. Failure to comply to this obligation shall lead to the operation of the express termination clause as provided by art. # 1456 of the Italian Civil Code.

14.2 The notification of a judicial order as above shall reach the Seller by telegram within three (3) days from the execution of the order.


15. CHANGED ASSETS OF THE CUSTOMER

15.1 Any protective or enforceable proceeding on the Customer’s assets, administration filing or composition with creditors, as well as any material change in the company structure of the Customer shall entitle the Seller to suspend the execution of any agreement and to receive full payment of any due Prices.


16. PLACE OF JURISDICTION

Any complaint or dispute shall only be settled by the Court of Treviso, Italy, excluding all other Courts. The place of jurisdiction shall not be waived for any reason whatsoever, including pendent, concurrent or collateral nexus.


17. SERVICE ADDRESS

For the purpose of notices and communication, the Customer confirms to elect the Customer’s domicile at its registered seat.