1.1. For the purposes of these general terms and conditions of sale, the following terms shall have the meanings hereinafter assigned to them:
a) Certificate of regular Supply means the form filled in and issued by Gilardoni to the Customer at the end of the Commissioning and after the Testing of the Goods (as defined below).
b) “Commercial Offer”: means Gilardoni’s offer for the sale of the Goods inclusive of the Particular Conditions (as defined below).
c) “Commissioning”: means the operations necessary for the switching-on and correct start-up, with simultaneous functional test, of the Goods at the Customer’s Site, carried out by Gilardoni’s technicians after delivery of the Goods (as defined below).
d) “Communications”: means any communication, notice and other correspondence mentioned in the Contract.
e) “Contract“: means the sales contract of the Goods governed by these General Terms and Conditions and by the Particular Conditions set forth in the Commercial Offer or in the Order Confirmation, as well as any annexes thereto.
f) “Customer”: means the party, not a consumer, who purchases the Goods from Gilardoni.
g) “Delivery Term”: means the day and, if any, the time, agreed between the Parties in the Particular Conditions, on which Gilardoni shall deliver and the Customer shall receive the Goods, in accordance with the procedures set forth in these General Terms and Conditions.
h) “General Terms and Conditions”: means these General Terms and Conditions of sale, according to the terms and conditions set out below and which form part of the Contract.
i) “Gilardoni”: means the seller of the Goods, namely Gilardoni S.p.A. a socio unico (C.F. e P.I. 00734000151).
j) “Goods”: means the goods, devices, products, accessories, user manuals and any other asset sold by Gilardoni and object of the Contract.
k) “Intellectual Property” means any and all intellectual property rights including, but not limited to, the following rights: (a) patents, patent applications, trademarks, service marks, trade names, designs, even if not registered, copyrights (including, but not limited to, copyrights relating to all technical data and technical and/or performance specifications, brochures, quotations), know-how, software, hardware, trade secrets, rights relating to integrated circuit layouts, domain names, Internet addresses, rights relating to confidential information, and any other intellectual property rights, whether registered or not; (b) any application or right to apply for registration of any right referred to under point (a); and (c) any rights of a similar nature to the rights referred to in points (a) and (b) that may exist anywhere in the world in relation to the Goods, of which Gilardoni is the owner or licensee, whether such rights are registered or registrable or not.
l) “Order”: means any request and/or purchase proposal sent by the Customer to Gilardoni.
m) “Order Confirmation”: means acceptance by Gilardoni of the Order sent by the Customer having as object the sale of the Goods.
n) “Particular Conditions”: means the particular conditions negotiated between Gilardoni and the Customer and set forth in the Commercial Offer and/or in the Order Confirmation.
o) “Parties”: means both Gilardoni and the Customer.
p) “Site”: means the effective place or places, including facilities, at the Customer’s disposal, where the Commissioning of the Goods shall be carried out.
q) “Price”: means the price that the Customer shall pay for the sale of the Goods as specified in the Particular Conditions.
r) “Testing”: means all the activities in order to check the compliance of the Goods with the legal requirements and the technical-quality standards required for placing the same Goods on the market, carried out by Gilardoni’s technicians before delivery of the Goods to the Customer, unless otherwise agreed.


2.1. These General Terms and Conditions shall apply to and form an essential part of the Contract and shall govern the sale of the Goods, except for any derogations that shall in any case result from a written agreement.
2.2. By entering the Contract, the Customer also accepts these General Terms and Conditions. In the event of conflict between the General Terms and Conditions and the Particular Conditions, the latter shall prevail.
2.3. The Customer shall keep a copy, either in paper or electronic form, of the General Terms and Conditions valid at the time of the completion of the Contract.
2.4. Gilardoni shall not be bound by the Customer’s general conditions of purchase, not even if reference is made to the latter in any documentation from the Customer. It is understood that the provisions included in these General Terms and Conditions shall prevail over the Customer’s general purchase conditions, if accepted by Gilardoni, in any case of contrast and/or difference between them.


3.1. The Contract is deemed to be concluded when (i) Gilardoni accepts the Order by sending the Order Confirmation within 30 days from the Order and/or (ii) upon acceptance of the Commercial Offer by the Customer within the terms indicated therein and subsequent Order Confirmation by Gilardoni. In any case, Gilardoni expressly reserves the right to evaluate the Order received from the Customer, not being bound to its acceptance.
3.2. The Commercial Offer, its acceptance, the Order and the Order Confirmation shall be submitted in writing.
3.3. The Commercial Offer shall be deemed irrevocable only if expressly qualified as such in writing by Gilardoni.
3.4. Under no circumstances shall any conditions, reserves, modifications and/or additions made by the Customer with respect to the terms and conditions of the Commercial Offer be considered valid for the purpose of concluding the Contract. Any amendment to the Commercial Offer shall be valid and effective only if agreed between the Parties in writing and the subject of a new Commercial Offer.
3.5. These General Terms and Conditions shall also apply when the acceptance of the Commercial Offer or the Order Confirmation takes place by mere execution of the Contract.


4.1. The subject of the Contract is the sale of the Goods under the terms and conditions set forth under these General Terms and Conditions and in the Particular Conditions.
4.2. The sale includes only the Goods exactly specified in the Commercial Offer or in the Order Confirmation, with the exclusion of any other object or component not expressly contemplated, even if ancillary.
4.3. The Customer, having regard to the nature of the Goods subject to continuous evolution, acknowledges that the characteristics of the Goods described in the Commercial Offer or in the Order Confirmation may vary until the effective delivery. Therefore, the Customer waives the right to raise exceptions in this regard provided that said variations are intended to improve the quality of the Goods or derive from technological improvements or are made necessary by legal provisions or, in any case, do not substantially change the functionality of the Goods.


5.1. All drawings, technical documents, user manuals and any other documentation concerning the Goods shall not be used by the Customer, reproduced, transferred, or made accessible to third parties without the express prior written consent of Gilardoni.
5.2. Gilardoni reserves all Intellectual Property rights on, inter alia, quotations, catalogues, brochures, technical data sheets, illustrations, drawings, price lists and/or documents containing similar information, both of physical and non-physical nature – also in electronic format.
5.3. The Customer undertakes not to use the drawings and technical information received from Gilardoni for any other purpose than those strictly necessary for the use of the Goods pursuant to the Contract.


6.1. All Intellectual Property rights concerning the Goods are exclusive property of Gilardoni and the Customer acknowledges and undertakes to treat them as Gilardoni’s trade secrets and not to use them for purposes other than that for which the Goods have been delivered.
6.2. The Customer shall keep confidential and not share any Intellectual Property rights with third parties without the prior written consent of Gilardoni.
6.3. The Intellectual Property Rights relating to the ordered Goods, as well as the plant engineering and/or technical solutions adopted by Gilardoni, cannot be considered transferred in any way to the Customer; Gilardoni shall remain the only and exclusive owner of the same rights.
6.4. The Customer shall ensure and be responsible for compliance with the provisions of this article by its employees or collaborators.
6.5. In the event of breach of the obligations set forth in this article 6, Gilardoni shall seek the protection of any of its rights, none excluded, through any means made available by law, in order also to obtain compensation for any damage suffered, as well as the immediate termination of the conduct prejudicial to its rights.


7.1. The Goods, unless otherwise provided for in the Particular Conditions, are delivered by Gilardoni to the Customer, according to the delivery term “EX WORKS” (Incoterms 2022), with the Goods being ready for collection by the Customer at Gilardoni’s facility located in Mandello del Lario (LC), via A. Gilardoni, 1.
7.2. Therefore, it is the sole obligation of the Customer, or its shipper, carrier, courier and/or collection agent, to arrange for the collection, loading and placement of the Goods, as well as the unloading of the Goods at the Site. The risk of the aforesaid operations shall be entirely borne by the Customer.
7.3. The Delivery Term is indicated in the Commercial Offer accepted by the Customer or in the Order Confirmation.
7.4. The delivery date is indicative and not binding for Gilardoni.
7.5. Gilardoni’s compliance with the Delivery Period is subject to the condition that all commercial and technical issues have been settled and that the Customer has fulfilled all its obligations, such as, but not limited to, the obligation to pay Gilardoni the agreed amount as an advance payment on the Price, and/or security deposit and/or down payment.
7.6. In any case, Gilardoni shall not be held liable for delays or non-delivery of the Goods due to circumstances beyond its control, such as but not limited to:
a) inadequate technical data and/or inaccuracies and/or delays by the Customer in the transmission of information or data necessary for the delivery of the Goods to Gilardoni;
b) Force Majeure, as defined in article 16;
c) Delays due to the shipper, carrier, courier and/or collection agent;
d) when the Customer does not properly and promptly prepare the premises or areas in which the Goods are to be placed or is not yet in possession of the necessary legal authorisations to proceed with the Commissioning.
7.7. The Customer shall collect the ordered Goods at the Delivery Term, or in any case within a maximum term of 10 (ten) working days from receipt of the notice of availability of the Goods by Gilardoni. Failing this, should Gilardoni have fulfilled its obligation by making the Goods available to the Customer and ready for collection, the Goods shall be considered delivered to all legal effects, transferring the relevant risk to the Customer from the date of making them available.
7.8. In the event of delayed collection by the Customer with respect to the date the Goods are made available, if provided for in the Particular Conditions, a penalty for delay may be applied to the Customer, without prejudice to Gilardoni’s right to terminate the Contract pursuant to art 17, with retention of the portion of the Price already paid, if any.
7.9. In the event of delay in collecting the Goods, the same may be stored at Gilardoni’s or third parties’ warehouses, with release of the latter from all liability and risk, forfeiture of all warranties and at Customer’s expense.


8.1. The information related to the Commissioning of the Goods, if any, will be indicated in the Commercial Offer or at the Customer’s request.
8.2. The Goods shall be Commissioned by Gilardoni at the Site provided by Customer on the date agreed between the Parties, and shall be placed in proper working condition.
8.3. Travel, meals and accommodation expenses of Gilardoni technicians in charge of the Commissioning of the Goods shall be borne by the Customer, unless otherwise agreed.
8.4. The Customer shall make all the necessary arrangements on the Site in order to allow the Commissioning of the Goods and their proper and lawful power supply, in compliance with the technical specifications set forth by Gilardoni.
8.5. The arrangement, adequacy, compliance, suitability of the Site to accommodate the Goods shall always and only be the sole and exclusive responsibility of the Customer.
8.6. At Customer’s request, Gilardoni may check the Site and may provide the necessary indications in order to adapt it to the Goods‘ requirements, without any Gilardoni’s liability arising therefrom.
8.7. The Commissioning by Gilardoni does not include the transport and unloading of the Goods at the Site, not even if the transport was organised by Gilardoni at the express request of the Customer, unless otherwise agreed.
8.8. Once the Goods have reached the Site, it shall be the Customer’s responsibility to unload them at its own care and expense, as specified in the technical documentation.
8.9. The Customer shall correctly prepare the electrical connections necessary for the functioning of the Goods. If, upon the arrival of Gilardoni’s technicians, the Goods are not already located in the pre-established set-up area and perfectly suitable to the Commissioning, said technicians shall be authorised to return to Gilardoni’s premises until the Customer has effectively and correctly located the Goods and carried out all activities necessary to guarantee, without further delay, the correct Commissioning of the Goods themself.
8.10. In the case described in point 8.9 above, the Commissioning shall be rescheduled to a date agreed according to Gilardoni’s needs, and the new travel, accommodation and technical intervention expenses shall be borne by the Customer, unless otherwise agreed between the Parties.


9.1. The Commercial Offer and/or the Order Confirmation are prepared on the basis of the information provided to Gilardoni, as well as on the essential assumption that the Customer guarantees the existence of the following minimum conditions, unless otherwise agreed in writing between the Parties:
a) the Customer undertakes to allow Gilardoni easy access to the Site in reasonable time.
b) The Customer guarantees the respect of, and compliance of the Site with, all applicable environmental, health and safety regulations.
c) Employees, collaborators and technicians of Gilardoni shall be granted free access to appropriate medical and hygiene facilities, provided by the Customer free of charge.
d) Before the initiation of the Commissioning, the Customer shall provide Gilardoni with all necessary information with reference to the Site layout.
e) The Customer guarantees to Gilardoni the presence of appropriate security, lighting and protection measures for the Site and proper assistance within the same.
f) The Customer shall provide, on the Site, indoor facilities that are spacious enough, free of humidity and suitable for the storage of the Goods, equipment, materials and tools, and shall act as custodian of them and undertake to take all the security measures and cautions adopted for the protection of its own property and employees.
g) Gilardoni, in order to carry out the Commissioning of the Goods, shall not perform demolition, civil engineering or construction work.
9.2. If the above minimum conditions are not fulfilled, Gilardoni shall not be liable for the related delays.


10.1. Gilardoni, before the delivery, will perform the Testing of the Goods.
10.2. At the end of the Commissioning of the Goods at the Customer’s Site, Gilardoni, also on the basis of the prior Testing, shall draw up and release to the Customer the Certificate of regular Supply.
10.3. If the Customer requests specific Testing methods, these shall be detailed and agreed when negotiating the Order and Order Confirmation, without prejudice to Gilardoni’s right to be paid for such activities.
10.4. Unless otherwise provided for in the Particular Conditions, the warranty of the Goods under these General Terms and Conditions shall be effective upon delivery of the Goods, pursuant to the above art. 7.
10.5. The duration of the warranty period is set forth under the Particular Conditions.


11.1. Gilardoni guarantees that the Goods are free from any faults and defects. The warranty is effective within the limits of art. 1495 of the Italian Civil Code. The warranty is subject to correct ordinary maintenance carried out by subject authorised by Gilardoni.
11.2. The warranty does not cover (i) ordinary and extraordinary maintenance on the Goods, which shall be governed by a specific agreement with the Customer, (ii) the repair and/or replacement of parts subject to normal wear and tear.
11.3. Pursuant to the warranty and under the condition that the defect and/or fault has been promptly notified in accordance with art. 12, Gilardoni shall have the sole obligation to decide, at its own discretion, whether to replace and/or repair the defective components and/or Goods. Removal of the faulty and/or defective Goods and/or component shall be carried out only and exclusively by Gilardoni. Goods that have been modified, disassembled, altered (e.g., by removing the seals on the various parts of the Goods), damaged and/or deteriorated by the Customer may not be returned, under penalty of forfeiture of the warranty.
11.4. In the event that repair of the Goods is not possible due to the production output of the components and/or spare parts of the Goods, Gilardoni reserves the right to replace the same with others that are not identical but functionally equivalent to those replaced.
11.5. As a result of the repair and/or replacement of the Goods and/or components that may be defective, the warranty obligation shall be deemed fulfilled to all effects, without this extending the warranty nor renewing its terms, it being understood that Gilardoni shall therefore be exempt from any further claims for damages.
11.6. Warranty requests and claims do not, in any case, entitle the Customer to suspend contractually agreed payments.
11.7. The Customer shall forfeit the warranty, or the warranty shall be deemed for all purposes invalid, if: (i) the Customer fails to maintain the Goods in accordance with the following art. 15; (ii) the faults and/or malfunctions reported are caused by the Customer himself, his employees and/or third parties unrelated to Gilardoni; (iii) the fault and/or defect is the result of negligence and/or lack of care and/or malpractice in the use of the Goods, and/or non-compliant use and/or use of inappropriate materials; (iv) wilful misconduct, attempted manipulation by the Customer or persons appointed by him, as well as force majeure, accidental causes or other causes not imputable to Gilardoni; (v) the Customer makes use of defective or non-original components or accessories; (vi) the label and/or seal affixed by Gilardoni to the openings of the Goods, certifying the security level of the Goods and bearing the lot number and/or serial number, has been removed or altered; (vii) the defect and/or fault is related to aesthetic damage, such as scratches, cuts and bruises that do not affect the normal functionality of the Goods; (viii) the Customer has commissioned ordinary and/or extraordinary maintenance activities to a party other than Gilardoni and in any case not authorised by the latter; (ix) the defects and/or faults result from improper storage of the Goods by the Customer; (x) in the event of non-payment or late payment of the Price of the Goods and/or late payment of even one of the instalments of the Price, where such late payment continues for more than 10 (ten) consecutive working days from the due date of the instalment and at least twice, even if not consecutive.


12.1. Complaints relating to the condition of the packaging, quantity, number or external characteristics of the Goods (apparent defects) shall be notified to Gilardoni, under penalty of forfeiture, within 8 (eight) days from the Delivery Term.
12.2. Gilardoni shall not be liable in any way for any damage, lack and/or non-conformity of the Goods in case of transport carried out by third parties and, in any case, in accordance with the Particular Conditions.
12.3. Complaints regarding defects not discoverable by diligent inspection at the Delivery Term (hidden defects) must be notified to Gilardoni, under penalty of forfeiture, within 8 (eight) days from the date of discovery.
12.4. The notification of defects (apparent or hidden) shall be made exclusively in writing, by registered letter and/or certified e-mail, precisely specifying the defective Goods, the code and/or serial number, the relevant lot, the Delivery Terms and the nature of the defect.


13.1. Gilardoni shall not be liable in the event of damage, malfunction and/or breaking of the Goods caused by the circumstances that determine the forfeiture of the warranty right, pursuant to the Particular Conditions in addition to these General Terms and Conditions.
13.2. Gilardoni is exempt from any liability, direct or indirect, which does not depend on wilful misconduct or gross negligence.
13.3. It is agreed that, in the event of liability of Gilardoni towards the Customer, however, compensation for damages shall not exceed the Price of the Goods.
13.4. Furthermore, Gilardoni shall have no liability for any loss, damage or expense arising from third party complaints (including, by way of example, claims related to civil liability related to the use of the Goods) made against the Customer.


14.1. The Price of Goods and the payment terms and methods are specified in the Particular Conditions.
14.2. In case of late payment, default interest shall automatically accrue to the Customer pursuant to Legislative Decree No. 231/2002, as amended.


15.1. Due to the type and characteristics of the Goods manufactured by Gilardoni, the Customer undertakes to have servicing, ordinary and extraordinary maintenance, and in any case any intervention, even non-invasive, carried out on the Goods only and exclusively by specialised Gilardoni technicians, subject to prior signing of a specific maintenance contract.
15.2. Any intervention on the Goods carried out directly by the Customer and/or by third parties not previously authorised in writing by Gilardoni, shall cause the Customer to forfeit any legal warranty provided for in these General Terms and Conditions and any compensation for damages.
15.3. For each intervention carried out by Gilardoni’s technicians, a technical report will be issued detailing the work carried out on the Goods and any parts replaced.


16.1. Both Parties shall take all reasonable measures and precautions to reduce to the minimum any delay in the performance of the Contract, whatever the cause of the delay. If performance of the Contract is made impossible by force majeure for a continuous period of six (6) months, either Party may terminate the Contract by written notice to the other Party. In the event of termination of the Contract within the aforementioned terms, Gilardoni shall be entitled to reimbursement of the costs incurred for the fulfilment of the Contract up to the date of termination.
16.2. “Force Majeure” means any circumstance beyond the control of the Parties that prevents or impedes the performance of that Party’s obligation under the Contract, including but not limited to: governmental measures or trade embargoes; war or hostilities; riots or civil commotion; epidemics or pandemics; earthquakes, floods, fires or other natural disasters; denial of use of any railway, port, airport, shipping service or other means of public transportation; labour strikes, etc.


17.1. The Contract shall be terminated by law, pursuant to art. 1456 of the Italian Civil Code, following a simple communication by Gilardoni of its intention to terminate, if the Customer: a) is subject to voluntary liquidation or bankruptcy proceedings, files for composition (or any other form of debt restructuring, including reorganisation plans and new institutions provided for by the Italian “Codice della Crisi d’Impresa e dell’Insolvenza”), is subject to administrators and/or judicial liquidation or any procedure provided for by the Italian “Legge Fallimentare” and/or “Codice della Crisi d’Impresa e dell’Insolvenza”; b) transfers the Contract, in whole or in part, directly or indirectly, to a third party; c) in the event of non-payment of the Price to be paid in a single payment by the due date agreed in the Particular Conditions; d) in the event of non-payment of two instalments, even if not consecutive, for cases in which the Price of the Goods is paid in instalments.
17.2. As a result of the termination of the Contract due to non-performance by the Customer, Gilardoni shall be entitled to obtain a fair compensation for the use of the Goods.
17.3. Furthermore, as a consequence of the termination of the Contract due to non-fulfilment by the Customer, any instalments already paid by the Customer shall remain acquired by Gilardoni as indemnity for the use of the Goods, without prejudice to Gilardoni’s right to request and obtain the payment of the difference between the instalments withheld and any greater compensation for the use of the Goods as per paragraph 17.2 above, and without prejudice to Gilardoni’s right to compensation for damages.


18.1. Unless otherwise expressly accepted in writing by Gilardoni, no compensation is permitted between any credits due by the Customer to Gilardoni and the Customer’s debts to Gilardoni, for any reason whatsoever, arising from, relating to and/or consequent to the Contract.


19.1. Gilardoni shall have the right to suspend the fulfilment of its obligations under the Contract on the basis of Art. 1461 of the Italian Civil Code, if the financial conditions of the Customer become such as to seriously jeopardise the fulfilment of the Customer’s obligations, unless a suitable security is provided.


20.1. Gilardoni’s failure to require fulfilment by the Customer of any provision of the Contract shall not constitute or be interpreted as a waiver of the rights, remedies, faculties, and powers granted to Gilardoni at any time thereafter.


21.1. These General Terms and Conditions are governed by the laws of Italy.
21.2. In the event that any disputes concerning the Contract and/or these General Terms and Conditions cannot be settled amicably, the Parties expressly agree that the Courts of Milan shall have exclusive jurisdiction.


22.1. The Customer shall not assign the Contract in whole or in part, directly or indirectly, under penalty of Gilardoni’s right to terminate the Contract pursuant to the previous Art.17.
22.2. In the event of a transformation, merger, concentration or any other change in the type and/or legal structure of the Customer, and of significant changes in its company structure, due to the transfer of shareholdings, or the leasing or transfer to third parties of the company or part of it, Gilardoni shall be entitled to withdraw from the Contract, with the right of the latter to retain the sums paid by the Customer for any reason as partial indemnity for the costs sustained up to the date of withdrawal, without prejudice to the right to compensation for any greater damages.


23.1. The Parties mutually declare that they are informed and expressly consent that the “personal data” provided, even verbally for pre-contractual activity or in any case collected as a consequence of and during the execution of the Contract, shall be processed exclusively for the performance of the Contract.
23.2. “Controller”, with respect to this article, are both Parties as identified above, named and domiciled.
23.3. The Parties declare that they are informed of their rights under Regulation 679/2016 and specific national legislation.


24.1. By signing these General Terms and Conditions the Customer undertakes to observe, in addition to the laws and regulations in force, the rules of conduct defined and published by Gilardoni, aimed at ensuring compliance with the aforementioned laws and regulations in order to prevent the commission of crimes in the interest or to the advantage of the company.
24.2. In particular, the Customer undertakes to comply with all the provisions contained in the Gilardoni Code of Business Ethics in implementation of Legislative Decree no. 231/2001, as published on the site

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