The order printed on the reverse side of this sheet is a firm and irrevocable proposal for 30 days from its receipt by GTA Moda S.r.l. (hereinafter GTA or Seller) pursuant to Article 1329 of the Italian Civil Code; GTA will be free not to accept the order, without any compensation or liability.
The following provisions apply to anything not provided for or not otherwise regulated by the order accepted by GTA, which terms will prevail over the provisions to which they are contradictory.
The following terms and conditions are published on the website https://gtamoda.com/it/condizi... and shall in any case prevail over any Buyer’s general purchase terms and conditions.
The Buyer may change the order within 5 days of acceptance by GTA, which will remain free to accept the emendements or not.
Any modifications and/or additions will only be effective if agreed in writing.
The quantities, qualities, patterns, and all characteristics of the items ordered are exclusively stated in the order accepted by GTA.
Unless otherwise provided by law, any information about the garments, their qualities, characteristics and use are not binding for the Seller if not contained it the order accepted by GTA.
The price of items ordered will be determined according to current supplier price lists, unless stated in the order.
Unless otherwise indicated in the commission proposal, payments shall be made within the peremptory term of 120 days dffm by bank transfer.
The transfer is considered to have been made when the relevant amount is credited to the destination bank account.
In the event of late payments, GTA will be entitled to charge a default interest according to Legislative Decree 231/2002.
If advance payment is requested, the payment in advance is understood to refer to the entire price, unless otherwise stated in the commission proposal.
In no case the Buyer is allowed to interrupt or delay the payments; any exceptions can only be raised after full payment.
The legal transfer of ownership of the goods only occurs after full payment.
In case of payment by installments, the whole amount will be due immediately if a single installment will not be paid promptly.
Unless otherwise agreed upon between Seller and Buyer, delivery shall be deemed to be made on a "departure-from-factory" ("Ex-works") basis.
In any case – even if otherwise stated in the order – the goods shall travel at Buyer's risk and the delivery is deemed to have been executed by entrusting the goods to the carrier, courier, freight forwarder or other appointed transporter.
Delivery times are indicative and not essential and there is a tolerance of 15 days; in any case, no indemnity and/or compensation will be due for any direct or indirect damages related to the timing of delivery, except willful misconduct or gross negligence by GTA.
Partial deliveries are allowed, unless otherwise agreed by the parties.
Where Buyer fails, delays, or refuses to receive delivery of the goods, Seller shall have the right to storage the goods at third-party warehouses at Buyer's expense, giving Buyer prompt notice in writing. If the Buyer doesn’t pick up the good during within 15 days from the receipt of the notice, the Seller shall have the right to terminate the contract, retaining as a penalty any amounts already received, without prejudice to compensation for greater damage.
If there are any reasonable doubt about the creditworthiness of the Buyer, its delays or defaults in payments, GTA shall have the right to suspend delivery of goods or to cancel any current orders, without prejudice to its own rights and to compensation for greater damages.
The Supplier guarantees the absence of defects and faults in the goods supplied as well as their compliance, unless otherwise agreed in writing.
The buyer is required to verify the conformity of products and the absence of defects immediately after delivery and, in any case, before using or selling them to third parties.
Any disputes concerning the physical integrity of the packages, discrepancies or quality defects that are perceptible at the time of delivery by simple visual examination of the goods must be reported by Buyer to Seller, in order to preserve the warranty, no later than eight days after delivery.
Any discrepancies, defects or quality defects not perceptible at the time of delivery of the goods must be reported in writing to Seller no later than eight days after discovery.
The warranty is void if the Buyer sells or otherwise disposes of the goods after having discovered – or after the moment when he could have discovered by using ordinary diligence – their discrepancies, defects or flaws.
In no event shall Seller be liable to Buyer - in dependence of any deformities, defects and flaws found in the products - for any indirect, consequential or reflected damages, such as without limitation loss of profits or revenues, loss of production, loss of contracts/orders with third parties, penalties and/or other damages or disbursements the Buyer should suffer.
Either party is relieved from the duty to perform its obligations under the contract in the occurrence of an event or circumstance that prevents a party from doing so or makes it unreasonably onerous, if and to the extent that that party proves that such impediment is beyond its reasonable control caused by force majeur, such as – included but not limited to – war (declared or not), civil war, riot, rebellion and revolution, insurrection, seizure, requisition, currency and trade restriction, embargo, act of authority whether lawful or unlawful, plague, epidemic, fire, prolonged break-down of transport, telecommunication, information system or energy, general labour disturbance, delays in the delivery of components or raw materials.
The party intending to make use of this clause shall immediately notify the other party in writing of the occurrence and termination of force majeure circumstances.
If the suspension due to force majeure lasts for more than 60 days, either party shall have the right to terminate this contract upon 10 days' notice to be given to the other party in writing.
This Agreement and all rights and obligations hereunder may not be assigned by the Buyer to third parties without the written consent of GTA.
Should any of the clauses of these General Terms and Conditions be declared void or otherwise invalid, the remaining clauses shall remain in full force and effect.
Any communication relating to these terms and conditions or the contracts signed by the parties must be made in written form and sent via certified e-mail (PEC) or registered letter with delivery note or fax to the known addresses.
The contract, the commission proposal (order), these terms and conditions and any other document exchanged or signed by the parties shall be governed only by, and interpreted in accordance only with, the laws of Italy.
The parties hereby submit to the exclusive jurisdiction of the Court of Padua all or any disputes arising out or touching upon or in relation to orders, to these terms and conditions, to any document signed or exchanged by the parties, including disputes about their interpretation, validity, execution or termination, without prejudice for the Seller to sue the Buyer before the Court of the place of residence or domicile of the latter.
The Seller and the Buyer may mutually exchange the contact data (first name, last name, company email, telephone no.) of their respective directors, employees, collaborators and/or contact persons who, by reason of their duties, contribute to the management/execution of the same contract.
Each party processes the data received in full autonomy in its capacity as sole data controller, in accordance with the provisions of European Union Regulation 679/2016 - GDPR and the Italian and European regulations on data protection.
Each party communicates to its directors, employees, collaborators or representatives the contact data of the other party, in order to enable them to exercise, with respect to that party, the rights referred to in Articles 15-21 of EU Reg. 679/2016, as well as the submission of any complaints to the Data Protection Authority.
Each party shall provide contact data only of data subjects who have been informed in advance of the possibility of the transmission of such data and have consented to it, and shall ensure that the contact data provided have been collected in accordance with EU Reg. 679/2016 and applicable data protection legislation.