1. CONCLUSION AND DURATION OF THE CONTRACT
1.1 The orders sent by the Buyer are purely contractual proposals that are not, in any way, binding for GIORGIO BORMAC S.r.l. (hereinafter also the Seller).
1.2 The contract is concluded if GIORGIO BORMAC S.r.l communicates to the Buyer its confirmation of the order and the term for delivery of the Products. In accordance with the art. 12 of Legislative Decree 70/2003, the Seller informs the online Buyer that every order sent is saved in digital/paper form on the server/at the Seller’s headquarters according to the policy of confidentiality and security.
1.3 The sale contract between the parties shall remain in force for an indefinite term and each party shall be entitled to terminate it by a written notice of discontinuance sent to the other party at least three months in advance.
2. PRICE
2.1 Sales prices are contained in GIORGIO BORMAC S.r.l.’s price list and in the customer area on the website www.giorgiobormac.com and they might have possible increases – following Euro/Dollar cross rate variations – that will be communicated to the Buyer in the confirmation of its order. Prices are net of VAT, they include packaging and are referred to by the single unit.
2.2 Unless otherwise agreed, Products must be paid in advance, by bank transfer, within and not later than 15 days from the receipt of their confirmation of order.
2.3 In the case of delayed payment, default interest will accrue according to art. 5 D.lgs. 231/2002 as modified by D.lgs. 192/12.
2.4 If the Buyer fails to perform its due payments within the terms agreed, the Seller will be entitled both to interrupt the execution of its orders of purchase and to terminate the contract according to the provision set out in art. 7.
3. DELIVERY
Unless otherwise agreed in writing, Products will be delivered at GIORGIO BORMAC S.r.l.’s premises according to the Incoterm Ex Works of the International Chamber of Commerce. If the Buyer asks GIORGIO BORMAC S.r.l. to organize – on its behalf and at its own costs – the Products’ transport, the place of delivery shall remain at GIORGIO BORMAC S.r.l.’s premises according to the Incoterm Carriage Paid To of the International Chamber of Commerce. Therefore, in any case, the Products will be always transported at the Buyer’s risk and GIORGIO BORMAC S.r.l. will not be liable for any possible failure of the agent/carrier.
3.1 SHIPPING /TRANSPORT
Shipments destined for foreign markets are made via couriers, at the expense of retailers, who distribute to buyers (retailers). From the moment the goods are shipped, GIORGIO BORMAC S.r.l. can no longer be held responsible for any delays in delivery, as these are attributable solely to the carrier. Each item is shipped with a label specifying the sender and the destination to which the goods are to be transported. The goods are transported according to the conditions indicated on the labels of each item. The goods are shipped in packaging appropriate to the size, weight, and destination of the package, in order to protect the integrity and safety of the products contained in the shipment. For CRM shipments, insulated packaging is used to protect the reference material from temperature variations during transport.
(For the Italian market only, CRM shipments are handled by a dedicated courier in accordance with the contract stipulated between the parties( Giorgio Bormac and the Carrier), which protects the conditions and transport times. For the carrier responsible for shipping CRMs, the contract between the parties also provides for the possibility of second-party audits.3.2 STORAGE OF XS PROFESSIONAL
GIORGIO BORMAC S.r.l. requires the Buyer (dealer) to comply with the following environmental storage conditions: Keep bottles tightly closed in a dry place away from light and at a temperature between +15°C and 35°C. Compliance with these requirements may be subject to verification, by audit, by GIORGIO BORMAC S.r.l.
4. DELIVERY TERMS – EXEMPTION FROM LIABILITY
4.1 Delivery terms are not essential and GIORGIO BORMAC S.r.l. will not be liable for any damage towards the Buyer, unless in case of willful deceit and gross negligence according to art. 1229 of the Italian Civil Code. GIORGIO BORMAC S.r.l. undertakes any obligation with respect to the conformity of the Products, other than what is set out in the datasheets of the price lists. 4.2 The Buyer shall examine all the Products on their delivery and it shall inform the Seller of any possible defect and/or failure within and not later than 30 (thirty) days from their possible discovery.
4.3 In case of defects and/or failures – timely reported to the Seller and subsequently recognized – the parties will mutually agree the possible repair or replacement of the defective Products, or their possible price reduction being expressly excluded and waived, by the Buyer, any further claim and/or request or compensation for alleged damages.
5. BUYER’S OBLIGATION
The Buyer undertakes not to make any changes to the Products - of any type and/or form whatsoever - without having received prior written authorization from the Seller. The Buyer (dealer) undertakes to maintain sales records as well as batch management to ensure traceability in the event of the need to recall a Product.
The Buyer (dealer) undertakes to ensure an effective post-distribution service that includes all the information necessary to know to whom Products have been resold.
The Buyer (dealer) also agrees not to subcontract (serial subcontracting) the Products (CRM Certificate Reference Materials). Should the Buyer violate these obligations, GIORGIO BORMAC S.r.l. will have the right to terminate the contract in accordance with Article 7.
6. COMPLAINTS AND RETURNS
Complaints (which means any report, subject to verification of its validity, relating to poor service, failure to comply with contractual, regulatory or performance requirements associated with the Organization's products/services) must be submitted via email (quality@giorgiobormac.com) or through the form available in the “Contact Us” section of www.giorgiobormac.com under “Reporting Complaint.” GIORGIO BORMAC S.r.l. will handle the complaint in accordance with relevant internal procedures and will keep the BUYER informed regarding the progress of the complaint’s resolution. To return goods, the BUYER may use the form on the website https://www.giorgiobormac.com/new-rma to streamline the process and ensure traceability.
7. RECALL OR WITHDRAWL
In the event that it becomes necessary to carry out a recall or withdrawl, GIORGIO BORMAC S.r.l. will proceed to identify the production batch or the serial numbers subject to recall or withdrawal and will communicate this to the involved buyers (dealers). This will allow for the tracing of non-compliant products and prevent them from being placed on the market.
8. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS
GIORGIO BORMAC S.r.l is the owner of distinctive signs “Argo Lab”, “XS Instruments” and “XS Sensor” registered as Community Trademarks. Therefore, the Buyer undertakes to:
a) not to register and/or use the said distinctive signs or similar or confusing signs in any way and/or form and for any class of Products;
b) not to manufacture and/or distribute, directly and/or indirectly, products and/or articles imitating those created by GIORGIO BORMAC S.r.l. or counterfeit products or similar ones.
9. EXPRESSED TERMINATION CLAUSE
9.1 GIORGIO BORMAC S.r.l. will be entitled to terminate immediately this contract if the Buyer breaches one of the obligations set out in the following articles: 2 (Failure or delay in making payments); 5 (Buyer’s obligations); 6 (Violation of industrial or intellectual property rights).
9.2 Furthermore both parties will have the right to immediately terminate the contract in the event of bankruptcy, any kind of agreement between the bankrupt and the creditors or any other winding up or liquidation procedure in which the Buyer may be involved. Finally, the parties agree the mutual right to terminate the contract in cases of force majeure or Acts of God (war, earthquake, strikes, riots, etc.) that prevent the performance of the respective contractual obligations and that last for more than 30 (thirty) days. In this case, the party not affected by such event of force majeure, after 30 (thirty) days from the day on which it has been notified of the occurrence of such event by the other party – or from the day that it has been anyhow aware of it – is entitled to send a written notice of immediate termination to the other party.
9.3 If GIORGIO BORMAC S.r.l. terminates this contract, every sum and/or invoice of which it is still creditor, will become immediately due since the term granted in favour of the Buyer shall be considered expired according to the previsions of art. 1186 of the Italian Civil Code.
9.4 At the cessation and/or earlier termination, for any reason, of the contractual relationships the Buyer shall not, under any circumstances, be entitled to and hereby waives any claim for any alleged compensation and/or indemnification of any nature.
10. PROCESSING OF PERSONAL DATA
10.1 With the purchase order, the Customer gives consent to the processing of personal data, according to art. 13 GDPR – Regulation (EU) 2016/679, subject to acknowledgment of the specific information available in an extended version on the website. The Buyer expressly declares to have read the information provided by art. 13 and 14 of Regulation (EU) 2016/679 (GDPR), available on the website for online purchases and with acknowledgment of these general conditions gives consent to the processing of personal data for purposes and in the manner indicated in the abovementioned information. The processing, storage and transmission of personal data is carried out in compliance with every precautionary measure, which guarantees security and confidentiality, according to GDPR, for the purpose of being able to effectively fulfill the obligations provided by the civil and fiscal laws, related to the company economic activity including the management of the collection and payments deriving from the execution of contracts.
11.GOVERNING LAW AND JURISDICTION The contract is governed by Italian law, the Civil Code and the rules on electronic commerce (Legislative Decree n. 70/2003) applicable to B2B trade. Although not expressly provided herein, the laws applicable to the relationships and cases envisaged in this contract apply.
The Italian competent Court of Modena, in which district GIORGIO BORMAC S.r.l. has its registered office, shall have exclusive jurisdiction for any action – either in contract and/or in tort – arising out of or in connection with this contract.
Carpi, lì _________
The Buyer
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The Buyer declares to specifically approve the following clauses: 3 (delivery), 4 (delivery terms and exemption from liability), 6 (complaints and returns), 7 (recall or withdrawl), 9 (expressed termination clause) and 11 (governing law and jurisdiction).
Carpi, lì _________
The Buyer
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