These General Terms & Conditions of Sale are an integral part and shall apply to all quotes, offers, orders, sales confirmations and sales contracts established by G & G FOOTWEAR S.r.l.
These General Terms & Conditions of Sale may be amended and/or supplemented by specific conditions especially agreed in writing between the parties and accepted by G & G FOOTWEAR S.r.l.
No other terms and/or conditions will take effect and will be binding on G & G FOOTWEAR S.r.l.
These General Terms & Conditions of Sale are available online at www.gegfootwear.it/en/cgv/
Art. 1 – DEFINITIONS
CUSTOMER: entity who enters into a purchase agreement with G & G FOOTWEAR S.r.l.
PRODUCTS: the footwear manufactured by G & G FOOTWEAR S.r.l.
AGREEMENT: these General Terms & Conditions of Sale, the quotes, the offer, the purchase order, the sales confirmation, the transport documents and any attachments.
PARTIES: G & G FOOTWEAR S.r.l. and the CUSTOMER.
INFORMATION: data, drawings, technical specifications, documentation, projects and diagrams, know-how, marketing and commercial strategies, prices and any other information provided by G & G FOOTWEAR S.r.l. to the CUSTOMER in any way or by any means. Any INFORMATION that the CUSTOMER may become aware of within the agreements and through the relations between the PARTIES, is deemed to be confidential.
Art. 2 – SUBJECT MATTER OF THE AGREEMENT
Based on the AGREEMENT, G & G FOOTWEAR S.r.l. shall supply the PRODUCTS to the CUSTOMER as specified in the sales confirmation and its relevant attachments.
Art. 3 – ORDERS
The minimum order quantity is 500 pairs per style and colour unless the PARTIES expressly agree in writing on a different quantity.
Purchase orders must be sent in writing or electronic format to G & G FOOTWEAR S.r.l. and must specify: the PRODUCTS, the quantity, the sizes, the colours, the date and place of delivery, the price and the terms and conditions of payment.
The AGREEMENT, both in case of a request for a quote and in case of a purchase order received from the CUSTOMER, is deemed to have been entered into only with the issue of the sales confirmation sent by G & G FOOTWEAR S.r.l. to the CUSTOMER. No purchase order shall be binding on G & G FOOTWEAR S.r.l. until G & G FOOTWEAR S.r.l. has issued its relevant sales confirmation.
In case of the launch of a new product and/or sale based on a prototype sample, G & G FOOTWEAR S.r.l. reserves the right, at their discretion, to alter the product or parts of it and replace the product ordered with a new product. If the Customer fails to agree to the replacement product, G & G FOOTWEAR S.r.l. may cancel the order received from the CUSTOMER and shall not be liable for any refund or losses or penalties whatsoever.
Purchase orders subject to the approval of confirmation samples will only be carried out after the receipt of the written approval from the CUSTOMER.
Art. 4 – SET-UP COSTS
Set-up costs incurred for the development of customised PRODUCTS and/or accessories and/or components and/or packaging materials other than standard packaging, which have been agreed upon by the PARTIES, shall be invoiced by G & G FOOTWEAR S.r.l. and paid for in advance by the CUSTOMER.
Art. 5 – PACKAGING
The PRODUCTS shall be packed in polybags and placed into cardboard boxes (standard packaging).
If the CUSTOMER has special packing requirements, the relevant cost will be quoted and confirmed in writing.
Art. 6 – COMPLIANCE TESTS’
All expenses incurred for chemical and mechanical compliance testing shall be met by the CUSTOMER. Tests will be performed by the laboratories acknowledged by the CUSTOMER; testing samples of the PRODUCTS will be sent to such laboratories and all freight costs incurred will be charged to the CUSTOMER.
Art. 7 – TERMS OF DELIVERY
All orders delivered in Italy shall be carriage paid.
Order delivered outside of Italy shall be delivered EXW (ex Works), at G & G FOOTWEAR S.r.l., S. Polo di Torrile, Parma, Italy as per Incoterms ® 2020 ICC.
Delivery of the PRODUCTS entails transfer of risks to the CUSTOMER.
The delivery date shown in the sales confirmation means the date of shipment of the PRODUCTS.
Unless otherwise specified, the delivery date indicated in the sales confirmation is deemed to be as expected and not binding. Should G & G FOOTWEAR S.r.l. due to unforeseeable circumstances at the time of the issue of their sales confirmation, be unable to keep the delivery date agreed, they shall inform the CUSTOMER either by telephone or in writing.
Art. 8 – PRICES
Unless otherwise specified, the prices indicated in the offers and/or in the sales confirmations issued by G & G FOOTWEAR S.r.l. are net of any taxes and/or fees and/or any other charges.
Prices are intended to be carriage paid for orders delivered in Italy; for orders delivered outside of
Italy prices shall be EXW (ex Works), at G & G FOOTWEAR S.r.l., S. Polo di Torrile, Parma, Italy as per Incoterms ® 2020 ICC.
Prices include standard packaging of the PRODUCTS.
If after the receipt of a sales confirmation stating an EXW (ex Works) delivery, the CUSTOMER requests different delivery terms, the additional freight costs incurred will be charged to the CUSTOMER.
Art. 9 – PAYMENT CONDITIONS
Payment conditions are set out in the sales confirmation sent by G & G FOOTWEAR S.r.l. to the CUSTOMER.
The payment conditions specifically agreed between the parties in writing or contained in the sales confirmations sent by G & G FOOTWEAR S.r.l. shall prevail over the ones set out in these General Terms & Conditions of Sale. In case of no specific agreements between the PARTIES, the CUSTOMER shall pay for the first order in advance at the time the order is confirmed and or by a suitably guaranteed method of payment.
Regular customers shall pay within 30 (thirty) days end of month from the date of invoice by Bank transfer.
In case of overdue payments, the CUSTOMER shall have to pay, without any prior formal request, late payment interest pursuant to Legislative Decree no. 231/2002, in addition to the reimbursement of any legal expenses and/or charges that may be incurred for the recovery of the credit.
Without prejudice to any further protection provided by the applicable law, in case a payment by instalments has been agreed, failure to pay an instalment by the agreed due date will result in the immediate request for all overdue sums, as well as the suspension of any outstanding orders.
Art. 10 – WARRANTY AND CLAIMS
G & G FOOTWEAR S.r.l. represents and warrants to their Customer for a period of 6 (six) months from shipment that:
a) the PRODUCTS comply with the styles, the colour and the specifications contained in their sales confirmation and/or any possible attachments.
b) the PRODUCTS are free from any defect in design and/or construction and/or material and are fit for the purpose for which they are normally sold;
c) the PRODUCTS are manufactured with materials that fully comply with current Italian legislation and UE regulations;
Claims over quantity discrepancies and/or non-hidden defects must be brought in writing by the CUSTOMER within 2 (two) working days from the date of receipt of the PRODUCTS.
Claims relating to quality and/or non-compliant PRODUCTS must be made in writing by the CUSTOMER within 8 (eight) days from the date they were detected and must include the purchase order number, the sales confirmation number, any transport or delivery documents and must be accompanied by suitable evidence such as photos, description of the type of defect, etc. Once a claim has been received, G & G FOOTWEAR S.r.l. may, at their own discretion, replace and/or repair the PRODUCTS or parts of the PRODUCTS acknowledged to be defective and non-compliant, with the exception of any other obligation, burden, indemnity or compensation. The repair and/or replacement and/or modification of the PRODUCTS or their components during the warranty period shall in no case imply an extension of its term
G & G FOOTWEAR S.r.l. shall not be liable for any defects that are not reported in the way stated in this provision.
Art. 11 – LIMITATION OF LIABILITY
In no case can G & G FOOTWEAR S.r.l. be held liable for any immaterial and/or indirect and/or consequential and/or special and/or punitive damages, including but not limited to, loss of production, loss of profits, loss of contracts, loss of goodwill, damage to the image, etc. The warranty is expressly excluded: (i) in the event of a defect arising out of materials supplied by and/or required by the CUSTOMER, and/or from product design required by the latter; (ii) whenever the use of the PRODUCTS is incorrect; (iii) whenever the defect is caused by incorrect transportation of the goods.
Art. 12 – DURATION AND TERMINATION
These General Terms & Conditions of Sale will become effective on the date of their signing and for a period of 1 (one) year.
Their validity shall be automatically extended by 1 (one) year except in case either party notifies the other party via recorded mail or by telefax with 3 (three) months’ notice of their intention to terminate the agreement.
G & G FOOTWEAR S.r.l. shall be entitled to early termination and with immediate effect of an agreement governed by these General Terms & Conditions of Sale by notifying in writing the other party in the following cases: a) breach of art. 14;
b) when the CUSTOMER becomes insolvent or bankrupt; or the business of the CUSTOMER is placed in the hands of a receiver or trustee for the benefit of creditors, whether by voluntary act or otherwise.
Early termination shall be notified in writing to the other party by means of recorded letter.
Articles 11 and 14 shall remain effective even after the termination of the agreement regardless of the causes of such termination.
Art. 13 – FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing any obligations under or pursuant to the AGREEMENT if the failure or delay results from any cause beyond their reasonable control. Such cases shall include, without limitation: civil war (whether declared or not); riot, insurrection, act of terrorism, sabotage; currency and trade restriction, embargo, sanction; act of authority whether lawful or unlawful, compliance with any law or governmental order; plague, epidemic,
pandemic, flood, earthquake, natural disaster or extreme natural event; nuclear disaster, explosion, fire, destruction of equipment, prolonged break-down of transport, telecom-munication, information system or energy; general labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises, and any other event or circumstance not foreseeable and out of control of the PARTIES.
The party claiming force majeure shall immediately inform in writing within 10 (ten) days the other party of the beginning and, if possible, of the anticipated ending date of the above cause. Failure to notify the other party will result in the affected party having to indemnify the other party losses that would have otherwise been avoided.
The affected party shall provide the other party with a certificate issued by the competent Chamber of Commerce or by other competent authority confirming the cause of force majeure.
In the event of force majeure, the PARTIES shall immediately consult each other in order to find an equitable solution and shall use all reasonable endeavors to minimize the consequences of such force majeure.
If the consequences of the force majeure event continue for a period exceeding 120 (one hundred and twenty) days without an acceptable solution to both PARTIES, either party shall be entitled to terminate the AGREEMENT by written notice.
Art. 14 – CONFIDENTIALITY
The PARTIES agree that any information that is transmitted and/or communicated and or/made available in any form to each other during the effectiveness of these General Terms & Conditions of Sale and the pertaining agreements arising out of these is deemed to be confidential.
The CUSTOMER undertakes on his own behalf and on behalf of his employees and/or any third parties he may work with to fulfill his obligations (such as freelance workers, agents, sales representatives, freight forwarders, sub-contractors, etc.) not to disclose and/or provide and/or make available either in full or in part, whether directly or indirectly, without the prior written consent of G & G FOOTWEAR S.r.l., the INFORMATION to third parties and not to use it for purposes other than those agreed upon or that have been expressly disciplined by these General Terms & Conditions of Sale.
The CUSTOMER’S breach of this Confidentiality clause shall constitute a material breach of contract and G & G FOOTWEAR S.r.l. shall be entitled to terminate the agreement with immediate effect, by informing the breaching party in writing pursuant to Art. 1456, Italian Civil Code.
The CUSTOMER can not disclose to third parties and/or use the INFORMATION concerning any agreement entered into and governed by these General Terms & Conditions of Sale for a period of 5 (five) years following its termination or expiration.
The obligation of confidentiality as per this article shall not apply to any information which is in the public domain or is disclosed to a party from a third party having a right to do so. The CUSTOMER may provide and/or use the INFORMATION in the event of a court order or other public authority requiring him to do so, provided that in such case the CUSTOMER shall promptly inform in writing G & G FOOTWEAR S.r.l.
Art. 15 – INTELLECTUAL and INDUSTRIAL PROPERTY
The CUSTOMER expressly acknowledges that G & G FOOTWER S.r.l. maintains full and exclusive ownership of all the INFORMATION, as per Art. 14 and of all intellectual and industrial property rights over the PRODUCTS, their conception, design and production, including the rights to any trademark, software, technology, know-how whether they are patented or not.
Art. 16 – PRIVACY POLICY
The PARTIES mutually represent and warrant that the processing of any personal data provided to each other during their contractual relations will take place in full compliance with European Regulation (EU) 2016/679 and with the other current provisions regarding the protection of personal data. The data will be processed for all purposes related to the fulfilment of the AGREEMENT and with the exclusion of any purposes other than those of the AGREEMENT.
Art. 17 – APPLICABLE LAW AND JURISDICTION
These General Terms & Conditions of Sale along with all the rights and obligations deriving from the contractual relations established between the PARTIES shall be interpreted and governed by the Italian Civil Code. For any dispute between the parties arising out of or in connection with the validity and/or interpretation and or effectiveness and or termination or these General Terms & Conditions of Sale, the Court of Parma, Italy shall have exclusive jurisdiction.
Art. 18 – EFFECTIVENESS AND TERM OF VALIDITY
Upon receipt of the sales confirmation issued by G & G FOOTWEAR S.r.l., the CUSTOMER is deemed to have accepted these General Terms & Conditions of Sale. These shall cancel and/or replace any prior conditions and/or agreements, as well as any conditions and/or terms of purchase of the CUSTOMER.
Neither commencement of performance nor shipment of the PRODUCTS shall mean acceptance of any of the terms or conditions of purchase of the CUSTOMER.
These General Terms & Conditions of Sale are deemed to be valid and effective until they are expressly replaced or amended in writing.
Art. 19 – MISCELLANEOUS
These General Terms & Conditions of Sale represent the entire agreement existing between the parties on the subject matter hereof and supersede any prior and simultaneous discussion, communication, negotiation and agreement of any kind and nature between them.
These General Terms & Conditions of Sale along with the provisions of the AGREEMENT and any relevant statement that may be issued by the PARTIES shall be interpreted and provided in good faith.
In the event that one or more of these provisions are deemed invalid and/or ineffective and/or null and/or void and/or unenforceable, the other conditions will remain valid and effective. In this case the PARTIES shall negotiate, in good faith, binding and enforceable provision or provisions that reflect their original intent.