General Terms and Conditions

General Terms and Conditions for Professional Customers

 

Premise

 

These general terms and conditions of sale and post-sales assistance (hereinafter the “General Terms and Conditions”) regulate the contractual relationship between Galletti S.p.A., a company incorporated under the Italian law, with its registered office in Bentivoglio (BO), 40010, Via L. Romagnoli No. 12/A, share capital of Euro 3,068,000.00 fully paid, VAT No. 00605791201, Fiscal Code and Bologna Company Register No. 03230760377 (hereafter the “Company”), and the professional customer (the “Customer” and jointly with the Company, sometimes, the “Parties”), in relation to the production, sale and post-sales assistance of heating and air conditioning products and, in general, products manufactured and marketed by the Company (hereinafter the “Products”). In the course of its professional or business activity, the Customer expressly accepts these General Terms and Conditions by submitting an Order (as defined herein) and/or purchasing the Products.

In any event, these General Terms and Conditions are available on the Company’s website at the following link: 

https://www.galletti.com/en/company/General-Terms-and-Condition

 

1. Subject of the contract. Purpose

 

1.1 Subject. Scope of Application. These General Terms and Conditions set forth the terms and conditions governing the production, sale and post-sales assistance of the Products manufactured and marketed by the Company. The present General Terms and Conditions shall apply to each Order and Order Confirmation (as defined herein), unless otherwise expressly agreed by the Company and the Customer. All contracts or orders for the sale of the Products are subject to these General Terms and Conditions, which constitute an integral and essential part of each Order (as defined herein) submitted by the Customer and each Order Confirmation (as defined herein) issued by the Company, as well as any additional agreements between the Parties regarding the Products.

 

1.2 Nature and relationship between General Terms and Conditions and Orders. In the event of any conflict between the provisions of these General Terms and Conditions and those set forth in an Order Confirmation, the terms and conditions of these General Terms and Conditions shall prevail. However, if the Parties expressly agree in writing to waive or to amend specific provisions of these General Terms and Conditions, both in the Order and in the Order Confirmation, the terms set forth in the Order Confirmation shall prevail and shall be deemed effective between the Parties.

 

1.3 Special Conditions of Sale. If, at the time of placing an Order, the Customer has previously agreed with the Company on special sales conditions or technical specifications, the Customer shall indicate such conditions when submitting the Order and/or within the Order itself. Additionally, the Customer shall specify and attach the relevant documents, agreements, technical specifications and any other pertinent information related to such prior agreements with the Company.

 

2. Orders. Modalities, acceptance, modifications

 

2.1 Orders. Any order proposal for Products (the “Order”) shall be submitted by the Customer in writing via email and sent to the Company.

Acceptance of Order. Each Order shall be valid and binding only upon the Company’s written acceptance and confirmation (the “Order Confirmation”).The Company will send the Order Confirmation as soon as reasonably and technically possible of time, taking into account the quantity and/or nature of the Products and any internal procedures that may apply, including those involving intercompany coordination. Unless otherwise expressly agreed in writing, the failure to issue an Order Confirmation shall not imply acceptance of the Order, nor shall it give rise to any obligation for the Company.

 

2.2 Modification of Orders/Order Confirmations. Once an Order has been accepted by the Company through an Order Confirmation, the Customer shall not be entitled to cancel, revoke or modify it, in whole or in part, after 7 (seven) days from the date of the Order Confirmation issued by the Company, unless expressly authorized in writing by the Company and without prejudice to Order Confirmations for Configured Product (as defined herein). If an Order is cancelled, revoked or modified after the aforementioned deadline, the provisions set forth in Article 4 shall apply.

If an agreement is reached on the cancellation or modification of an Order, the Customer shall be responsible for any resulting costs or expenses, without prejudice to the provisions of Article 4. Any modifications to an Order or an Order Confirmation shall be communicated in writing by the Customer and expressly accepted in writing by the Company. The Company reserves the right to review the terms and conditions previously agreed upon in the Order Confirmation, should the Customer request such modifications.

It is expressly understood that if the Order Confirmation pertains to Products specifically manufactured by the Company for the Customer or customized according to the Customer’s requests of modifications (a “Configured Product”), the Customer shall have no right to cancel, revoke or modify the Order (as confirmed in the Order Confirmation).

 

2.4 Order Terms and Conditions. Each Order shall include the following essential data and information:

  • type (code) of Product;
  • quantity of Product;
  • price per Product based on the Company’s price list;
  • terms and conditions of delivery.

 

2.5 Cancellation or Suspension of the Order by the Company. The Company reserves the right to withhold its performance or to suspend the execution of the Order Confirmation, even if already commenced, in the event specified under Article 1461 of the Italian Civil Code, including events where the Customer’s financial conditions were unknown to the Company at the time of the Order Confirmation or if the Customer fails to fulfill any obligation, including ancillary obligations, under these General Terms and Conditions, the Order Confirmation, or any other existing agreements between the Parties.

In all such events, the Company shall be entitled to condition the execution or completion of its performance upon the Customer’s full advance payment of the relevant consideration. Likewise, the Company may impose the same requirement if, at its sole discretion, the Customer fails to provide adequate guarantees of compliance with the agreed payment terms, or if, at the time of the request for performance or thereafter, the Customer’s outstanding balance towards the Company exceeds any credit line that at the Company may have granted at its sole discretion.

 

3. Prices and payments

 

3.1 Prices. The prices of the Products are those indicated in the Company’s price list in force from time to time (the “Price List”). The Company reserves the right to modify and/or replace the Price List and the Products at any time and without prior notice. The prices indicated in the Order, as determined by the Price List in force at the time, and confirmed by the Company in the Order Confirmation, are exclusive of VAT, other applicable taxes, commissions, expenses and transportation costs, unless otherwise stated in writing.

 

3.2 Payment Terms. Payments shall be made in accordance with the terms and conditions set forth in the Order Confirmation or invoice. In the event of late payment, default interest shall automatically accrue, without the need for any formal notice of default, pursuant to Legislative Decree 231/2002 (or any applicable subsequent legislation) on late payments in commercial transactions, without prejudice to the right to claim further damages. The payment of the price for the Products specified in the Order Confirmation shall remain due in all circumstances, including where Penalties (as defined herein) apply, as such Penalties are deemed an addition to the price. Unless otherwise agreed in writing, any applicable bank fees or commissions related to the payment shall be borne by the Customer.

 

3.3 Delay in Payments. In the event of late payments, the Company reserves the right to suspend further deliveries and terminate the contract or Order/Order Confirmation due to the Customer’s default, pursuant to Article 10 below. In any event - and without prejudice to the provisions of Article 4 below -, the Company’s right to seek compensation for any further damages suffered shall remain unaffected.

 

3.4 Further Obligations. Under no circumstances – including but not limited to the pendency of any disputes or claims – shall the Customer be entitled to suspend, even partially, payment of the price set forth in the Order Confirmation.

 

3.5 Flat Fee Charge. The company reserves the right to refuse orders for amounts less than €200, except for orders for spare parts.

 

4. Penalities

 

4.1 Late Cancellation. In the event of cancellation – whether in whole or in part – of the Order after 7 (seven) days from the Company’s Order Confirmation, the Customer shall pay the Company -, as a penalty pursuant to and for the purposes of Article 1382 of the Italian Civil Code (the “Penalty”), also due to the additional costs of warehousing, storage, handling and custody: (i) for “standard” Products an amount equal to 20% (twenty percent) of the total price of such Products; or (ii) for non -“standard” Products and/or Configured Products an amount equal to 70% (seventy percent) of the total price of such Products.

 

4.2 Failure to take delivery of the Order by the Customer. Without prejudice to the above, if the Customer fails to collect the ordered Products within 30 (thirty) days from the delivery upon the terms and conditions set out herein, the Customer shall be charged, by way of Penalty, the storage costs and expenses, calculated at a flat daily rate equal to 1% of the cost of each uncollected Product, up to a maximum of 60% (sixty percent) of the total price for Configured Product and 40% (forty percent) of the total price for other Products, as applicable

If the Customer fails to take delivery of the Products within 90 (ninety) days from the scheduled collection date, the Company shall have the right to withhold delivery and may sell the Products to third parties, without prejudice to its right to claim damages, collect any Penalties accrued under these General Terms and Conditions, and charge any costs incurred in fulfilling the supply.

It is understood that, if the Customer has paid the Company an amount as a down payment towards the total amount of the uncollected Order, the Company shall have the right to definitively retain such amount as a Penalty, up to the maximum limits specified above. The Company shall bear no liability for risks or expenses arising from, or related to, the storage of the Products.

 

4.3 Payment of the Penalty. The Customer shall pay the Penalty to the Company no later than 10 (ten) calendar days from the Company’s notice of application of the Penalty.

 

4.4 Greater Damage. The application and payment of the Penalty shall not exclude, and shall be supplemental to, the Company’s right to seek compensation for any further damage suffered.

 

5. Delivery 

 

5.1 Delivery Terms. The delivery date indicated in the Order Confirmation by the Company is purely indicative and non-binding. Consequently, the Company shall not be liable for any monetary and/or non-monetary damages, whether direct or indirect, arising from delayed production, delayed delivery, or non-delivery of the Product. Any delays or extraordinary events that may cause delays will be communicated by the Company to the Customer within the shortest technically reasonable time, without prejudice to the provisions of Article 11 (Force Majeure).

The Company shall also not be liable for delays caused by the conduct and/or omissions of the Customer or third parties.

 

5.2 Late Delivery Clause. If the delivery of the Products is delayed by more than 30 (thirty) calendar days with respect to the delivery date indicated in the Order Confirmation, and such delay is solely attributable to the Company (excluding cases of Force Majeure and any delays or defaults by the Customer), the Customer shall be entitled to request a penalty equal to 1% of the total price of the delayed Products for each full week of delay beyond such 30 (thirty)-day period, up to a maximum of 20% of the total price of said Products.
 

5.3 Delivery Method. Delivery of the Products shall be carried out “EXW - Ex Works” , unless otherwise agreed in writing. The risk related to the Products shall transfer to the Customer upon delivery at the Company’s premises. If delivery is made through a carrier, the shipment shall be executed by the carrier chosen and requested by the Customer or, in the absence of specific instructions, by a carrier selected by the Company. In any event, delivery shall be deemed fully executed upon the handover of the Products to the carrier.

 

5.4 Transportation costs and risks. Export and Customs. Liability. All Products shall be deemed accepted by the Customer upon taking delivery, and shall travel at the Customer’s sole cost, expense and risk. The Customer shall bear full responsibility for all costs and liabilities associated with delivery, transportation, export and/or customs charges and formalities, handling, unloading and installation of the Products.

 

5.5 Inspection and Acceptance of Products. Without prejudice to the provisions set forth in Article 8 below, the Customer shall inspect - or cause the carrier to inspect - the Products at the time of delivery.

 

6. Warranty

 

6.1 This Article 6 governs the main terms and conditions applicable to the “warranty” covering the Products manufactured and/or marketed by the Company. The Customer is recommended to consult the warranty statements, including the export warranty, the international warranty conditions and the spare parts standard sale conditions of the Company, for a complete and detailed analysis available on the Company’s website at the following link: 

The Company's warranties and the related terms and conditions shall be deemed an integral and substantive part, for all legal purposes, of these General Terms and Conditions

 

6.2 The Company makes and/or release no warranties, whether express or implied, other than those expressly and explicitly set forth in Article 6 above, with respect to the Products, their sale or their functioning.

 

7. Indemnification, Limitation and exclusion of liability of the Company

 

Without prejudice to the provisions set forth in Articles 4, 5 and 6, the Customer agrees to indemnify and hold the Company harmless – to the maximum extent permitted by applicable law – from any and all damages, losses, costs, expenses, demands, claims or charges, of any nature whatsoever, that may arise against the Company as a result of (i) the Customer’s failure to comply with the obligations set forth in these General Terms and Conditions; and/or (ii) the installation and/or commissioning of the Products in a manner that is contrary to or non-compliant with the technical specifications, the Company’s instructions or those of its personnel, and/or the applicable regulations.

The Customer expressly releases the Company, to the extent permitted by law, from any liability for monetary and non-monetary damages – including direct, indirect and/or unforeseeable damages, losses, depreciation, and any other detrimental consequences – that may arise for the Customer, and/or for any persons and/or asset or property, including third-party assets and property, due to non-performance, delay, or incorrect execution of the supply under these General Terms and Conditions, except in the event of willful misconduct or gross negligence by the Company.

 

8. Claims and returns

 

8.1 Return of products. Any requests for the return of Products following their delivery, whether total or partial, must be duly justified in writing by the Customer. In any event, all returns must be authorized in writing by the Company.

Returned Products must be accompanied by the purchase documentation, be in perfect condition, as new, remain in their original packaging, and be delivered to the return locations specified by the Company, at the Customer’s sole risk, care and expense.

In any event, the Company reserves the right to reject any return requests concerning Configured Products, except in cases of proven and verified manufacturing defects.

 

8.2 Claims. Without prejudice to the provisions set forth in Article 6: (A) any claim concerning apparent defects or faults in the Products must be notified to the Company, by registered letter with acknowledgement of receipt or certified mail (PEC), within 8 (eight) days from the date of delivery. The Products shall be deemed definitively accepted without reservation and exception after this period, and the Customer shall be deemed to have forfeited the right to claim the aforementioned defects or faults; (B) any claims concerning hidden defects or faults in the Products,  must be communicated in writing to the Company within 8 (eight) days from the discovery of the defect or fault, without prejudice to the provisions of Article 6 of these General Terms and Conditions (for the purposes of this Article, “hidden defects” means exclusively those defects that could not be reasonably identified at the time of delivery). In no event shall the filing of a claim entitle the Customer to suspend or delay any payment due to the Company, nor to suspend performance or fail to fulfill any of its obligations under these General Terms and Conditions.

 

8.3 Verification procedure.

 

8.3.1. Submission of the Request (or Claim)

If the Customer intends to submit a claim or request a return due to defects or faults in the Products, the Customer must send written communication to the Company within the time limits set forth in in these General Terms and Conditions (Article 6), including:

  • a detailed description of the claimed defect or fault;

  • photographic documentation or any other available evidence;

  • the Product’s identification code and the purchase documentation (e.g., invoice or Order Confirmation);

  • an estimate of the value of the Product or component subject to the claim.

 

8.3.2 Shipment of the Product for Verification

Once the request has been received, the Company will preliminarily evaluate the request and, if necessary, will ask the Customer to send the defective Product or component to the location or warehouse designated by the Company. Such shipment shall be made “FCA” at the Customer’s sole risk, responsibility and expense, unless otherwise agreed in writing. The Product must be shipped in its original packaging or an equivalent and accompanied by the relevant documentation provided at the time of purchase.

 

8.3.3 Technical Verification and Contradictory

The Company shall carry out a technical verification to ascertain the existence of the claimed defect or fault, in accordance with the technical specifications of the Product and the expected usage conditions. This verification will be completed within a reasonable time from the receipt of the Product, taking into account the complexity of the analysis. The Company may request additional information or documentation from the Customer to complete the verification. In the event the defect concerns a component supplied by a third-party, the Company may send that component to the relevant supplier and/or involve the supplier in the verification process.

 

8.3.4 Reporting Outcomes 

The Company agrees to communicate in writing to the Customer the outcome of the technical verification, specifying:

  • the nature of the defect or fault identified (if any);

  • the potential applicability of the warranty, if any, and the related intervention procedures;

  • the reasons for rejecting the request, if the conditions for warranty applicability are not met.

  • In the event of a disagreement regarding the outcome of the verification, the Parties undertake to negotiate in good faith for a mutually amicable settlement within the following 30 (thirty) days. If this period expires without resolution, the dispute shall be referred to the competent authority, as set forth in Article 16.

Notwithstanding the provisions of this Article 8, the terms and conditions set forth in Article 6 of these General Terms and Conditions shall apply for warranty purposes. The Customer expressly agrees that no warranty intervention shall be due from the Company in the absence of a technical verification of the defect or fault pursuant to this Article 8. In the absence of warranty applicability, the Company shall have no obligation to provide any warranty intervention.

The Company makes itself available to provide the Customer with the following services related to the purchase and sale of Products under these General Terms and Conditions.

 

9. Post-Sales Assistance

 

The Company makes itself available to provide the Customer with the following services related to the purchase and sale of Products under these General Terms and Conditions.

 

9.1 Technical Support Services. The Company may, either directly or through third parties, provide technical support and maintenance services for the Products sold under these General Terms and Conditions. These services will be available upon request and for a fee, unless expressly included in the sales offer, contract or Order Confirmation.

 

9.2 Service Request. The Customer may submit requests for post-sales technical support for the repair or maintenance of the Products. The Company undertakes to respond such requests within a reasonable time. The associated costs for such support will be communicated in advance and shall be borne by the Customer.

 

9.3 Warranty Assistance. The Company shall provide warranty services within the limits specified by the warranty clause in Article 6 of these General Terms and Conditions. The Company shall not be liable for delays or unavailability of spare parts due to circumstances beyond its control, including market conditions, fluctuations or shortages of raw materials, and/or Force Majeure events (as defined herein).

 

10. Express termination clause

 

The Company shall have the right to terminate any Order or contract with immediate effect, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, in the event of a breach by the Customer of the obligations set forth in Articles 1, 3, 4, 5, 7, 8, 12, 13, 14 and 16 of these General Terms and Conditions, without prejudice to the Company’s right to claim compensation for damages and without prejudice to the provisions set forth in other clauses of these General Terms and Conditions, including the right to apply Penalties and to receive payment for the deliveries and services executed. 

 

11. Force Majeure

 

If the performance of any obligation under these General Terms and Conditions is prevented by an event of “Force Majeurethe Company shall not be considered in default. In such events, the terms established by these General Terms and Conditions for the fulfillment of such obligations shall be extended by a period corresponding to the duration of the Force Majeure event, or for a reasonable period, taking into account its consequences.

Force Majeure events include events beyond the Company’s control and unforeseeable at the date of Order Confirmation, which make the further performance of any contractual obligations impossible or excessively burdensome, such as, but not limited to: natural disasters, earthquakes, fires, floods, government actions, epidemics or pandemics, embargoes, strikes, lockouts, mobilizations, labor disputes, revolutions, rebellions, riots, wars, civil wars, coups(including military), acts of terrorism, invasions, delays in customs clearance, confiscations, machinery breakdowns, unavailability of transportation, fuel, energy, labor, materials or raw materials, increases in the cost of raw materials or significant changes in their purchasing and sale conditions, delays in deliveries by suppliers from whom the Company sources materials and sale conditions, delays in deliveries by suppliers from whom the Company sources materials for manufacturing the Products, or any other events beyond the Company’s reasonable control.

 

12. Retention of Title

 

The Company shall retain ownership of the Products until the Customer has fully paid the purchase price, in accordance with Articles 1523 et seq. of the Italian Civil Code. The Customer agrees to take custody of the Products upon delivery and to preserve them carefully, in compliance with the relevant provisions of the Italian Civil Code.

In the event of non-payment, the Company reserves the right to request the return of the Products supplied, and any costs associated with their recovery shall be borne by the Customer, without prejudice to any other rights or remedies available to the Company under these General Terms and Conditions.

 

13. Intellectual Property and Confidentiality

 

The Customer shall not disclose to third parties, without the prior written consent of the Company, any information, drawings, models, samples, technical specifications, technical data sheets, , logos, names, distinctive signs and/or other intellectual or industrial property rights owned by the Company and/or made available to the Customer during the performance of the contractual relationship with the Company (collectively the “Confidential Information”).

The confidentiality obligation shall remain in effect even after the termination of the contractual relationship between the Customer and the Company, until the Confidential Information is disclosed by the Company or has lawfully become public domain.

The Customer also undertakes to impose similar confidentiality obligations on its employees, collaborators or consultants, without prejudice to the Customer’s direct liability to the Company for any failure by such parties to comply with this obligation.

The Customer acknowledges that the Products are marketed under the Company’s trademarks and logos and agrees that purchasing the Products does not confer any rights, title, or expectations over the same.

The Customer shall not file and/or register intellectual property rights relating to the Company, its Confidential Information, or any related rights, nor shall the Customer use the Company’s intellectual property rights for any purposes not related to the performance of these General Terms and Conditions or an Order. The Customer is also prohibited from using the name of the Products or the name “Galletti”, as well as the trademarks of the latter, or any trademarks, distinctive signs, names or expressions identical or similar thereto, for the registration of domain names and/or for the creation of websites, webpages and/or social media profiles, even if related to the promotion of the Products.

The Customer shall not modify, remove or alter the trademarks and/or other distinctive signs used by the Company on the Products or their packaging, nor modify or alter advertising materials prepared by the Company. The Customer undertakes to use the Company’s trademarks strictly in accordance with any written instructions provided by the Company, if any, and solely for the purposes set forth in the General Terms and Conditions or an Order.

 

14. Assignment of the contract/order

 

The Customer shall not assign or transfer, in whole or in part, any Order and/or an Order Confirmation to any third-party, without the prior written consent of the Company.

 

15. Processing of personal data

 

The Company, including external parties engaged, will process any personal data provided by the Customer in order to comply with legal obligations and fulfill informational, administrative, commercial and accounting requirements related to the contractual relationship with the Customer. This processing will be carried out in accordance with the applicable provisions for the protection and safeguarding of personal data dictated by EU Regulation 2016/679 as well as Italian Legislative Decree 196/2003, as subsequently modified by Legislative Decree 101/2018. A full copy of the information required under Article 13 of the aforementioned EU Regulation is available for review at the Company’s offices or can be obtained by contacting dpo@galletti.it .

Where applicable, the Customer expressly consents to the processing of its personal data for the purposes of executing these General Terms and Conditions, Orders and Order Confirmations.

The Company’s privacy policy is available on its website at the following link: https://www.galletti.com/contatti/privacy

 

16. Applicable law and Jurisdiction

 

16.1 Applicable Law. These General Terms and Conditions shall be governed by Italian law.

 

16.2 Jurisdiction. In the event of any dispute arising out or in connection with these General Terms and Conditions and/or the Order and/or the Order Confirmation, as well as any related agreement, including but not limited to their negotiation, execution, interpretation or termination, the Court of Bologna (Italy) shall have exclusive jurisdiction.

 

17. Code of Ethics and Organizational Model

The Customer acknowledges being aware of the provisions of Legislative Decree 231/01 and, therefore, undertakes not to engage in any conduct that violates the applicable laws and the principles and values set forth in the Code of Ethics adopted by Galletti S.p.A., available on the following website: www.galletti.com. In this regard, the Customer declares to have read and fully accepted the Company’s Code of Ethics.

Failure by the Customer to comply with these commitments shall constitute a material breach of the contract and shall entitle the Company to apply any sanctioning measures provided for in these General Terms and Conditions, without prejudice to the right to claim compensation for damages.

 

18. Final Provisions

 

18.1 Prior Agreements. These General Terms and Conditions supersede any prior agreements between the Parties, whether verbal or written, and shall prevail over any conflicting or incompatible provisions that may be contained in subsequent agreements between the Parties, unless expressly provided otherwise in writing, in accordance with Article 1 of these General Terms and Conditions.

 

18.2 Amendments to the Conditions. The Company reserves the right, within the limits permitted by applicable law, to amend these General Terms and Conditions at any time. Any amendments shall be effective for Orders placed after the updated conditions have been published on the Company’s website. These General Terms and Conditions may only be waived by a written agreement between the Parties.

 

18.3 Invalidity. If any provision of these General Terms and Conditions be declared void or unenforceable, the remaining provisions shall remain valid and binding.

 

18.4 Tolerance/Waiver. The failure of the Company to exercise any right under these General Terms and Conditions shall not constitute a waiver thereof, nor of any other right in any capacity and/or for any reason whatsoever. It shall merely constitute forbearance on the part of the Company, and shall not imply any acceptance of conduct or cause any prejudice to the Company.

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For any clarification or information and to consult the version of the General Terms and Conditions in force from time to time, the Customer may contact the Company using the contact details provided on the official website www.galletti.com

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The present General Terms and Conditions shall become effective as of September 1, 2025, and shall apply to all business transactions conducted after that date.

 

01/09/2025

 

The sales conditions can also be downloaded in PDF version by clicking here