Terms & Conditions

1. SCOPE OF APPLICATION

  1. The present terms and conditions for sale and delivery (hereinafter called “Terms and Conditions”) shall be applicable to all sales and respectively deliveries of “The Good Idea  - società benefit a responsabilità limitata”, with registered office in Milan (20135), Via Adige no. 9, fiscal code and VAT number 12994240963 - REA number: MI 2696917, NACE code: 47.91 (hereinafter called “The Good Idea”) to any other companies, in accordance with Italian Civil Code, or legal entities of the civil or public law (hereinafter called “Customers”). The Good Idea expressly points out that its goods are delivered exclusively to Customers who use the goods in their independent professional or commercial activity.
  2. These Terms and Conditions are a substantial part of all offers, acceptances of contracts and sales contracts of The Good Idea. They are the exclusive contract regulations with each Customer, as long as there are no specific individual rules for contracts.
  3. The Good Idea does not acknowledge the Customers’ general terms of trading, as well as when in a particular case The Good Idea does not explicitly object, unless The Good Idea has explicitly and in writing approved the application of such Customer’s terms. The Good Idea Terms and Conditions also apply exclusively when The Good Idea initiates the performance of a particular contract without a specific reservation, notwithstanding the fact that it is aware of Customers’ trade terms and conditions which are contradictory to or different from these Terms and Conditions of The Good Idea. 
  4. These Terms and Conditions are also applicable for all future transactions with Customers and even if The Good Idea does not explicitly indicate that these Terms and Conditions shall apply; and until The Good Idea puts into effect new terms by sending them to the Customers.
  5. With the exception of the managing director and other authorized signatories, the staff members of The Good Idea are not entitled to meet agreements other than these Terms and Conditions.


2. OFFERS AND CONCLUSION OF CONTRACTS

  1. Offers by The Good Idea are always non-binding (the so-called “invitatio ad offerendum”), unless they are indicated in writing as binding. A contract becomes effective when The Good Idea confirms explicitly and in writing the order of the Customer by sending an order confirmation e-mail summarizing the order number, the products and services selected, the relevant prices - including duties and taxes, packing, loading and insurance costs, delivery charges and costs and any costs relating to additional services requested by the Customer -, the delivery address, the Terms and Conditions provided therein and any special conditions applicable to the individual order and determined following specific Customer requests. The Customer is bound by his order/his offer for 7 (seven) days, provided that there is not a longer binding period agreed or as it is customary, or the Customer has declared in his order/or in his offer explicitly a shorter binding period.
  2. At events organized by The Good Idea, Customer may choose (i) to pick up the selected products and services directly at the The Good Idea’ booth, or (ii) to have delivered the selected products and services by providing the delivery address. The contract becomes effective when The Good Idea confirms explicitly and in writing the order of the Customer by sending an order confirmation e-mail summarizing: 
    1. in case of pickup directly at the The Good Idea’ booth, the order number, the products and services selected, the relevant prices – without  additional delivery charges - and the Terms and Conditions provided therein and any special conditions applicable to the individual order and determined as a result of  specific requests by the Customer; 
    2. in case of delivery at the delivery address provided by the Customer, the order number, the products and services selected, the delivery address, the relevant prices - including duties and taxes, packaging, loading and insurance costs, delivery charges and costs equal to, in this case, EUR 2.00 (two/00), and any costs related to additional services requested by the Customer - and the Terms and Conditions provided therein and any special conditions applicable to the individual order and determined following specific requests by the Customer.
  4. Written confirmation of the order by The Good Idea is solely for the purpose of determining the items of supply and the terms of the contract. Collateral agreements shall be always approved in the form provided in § 18, Sec. 4 of these Terms and Conditions.
  5. The Good Idea reserves all rights, in particular the ownership and the copyright, on any preliminary estimate of costs, designs, plans or specific technical documentation, which The Good Idea provides to the Customer before or after the conclusion of the contract. Without the approval of The Good Idea, the Customer is not allowed to provide, to copy, to duplicate, to deliver or otherwise to give any information to third parties. Those have to be returned to The Good Idea immediately upon request. 
  6. In the event that special arrangements have been agreed upon for a particular order, these will expire with the completion of that order and will have no effect on other orders in progress at the same time or later.

 

3. COSTS

  1. All costs appointed by The Good Idea as well as processing and printing expenses, unless otherwise agreed by the parties, are valid “net ex works” as set forth in § 18 Sec. 2 of the present Terms and Conditions, that is without the expenses for packing, loading, insurance (in particular transport insurance), duties and taxes if the delivery shall be made outside of Italy, transport costs and turnover tax. All the costs and charges shall be summarised in the order confirmation e-mail as stated in § 2 Sec. 1 of these Terms and Conditions.
  2. All prices are in EURO (€), unless another currency is explicitly appointed in the confirmation of the order by The Good Idea.
  3. In case costs increase unforeseeable and extraordinary like by means of price increases of the suppliers, raw materials and/or currency fluctuations, The Good Idea is entitled to appoint further increasing prices to the Customers.

 

4. INTERNATIONAL TRADE

  1. In case of deliveries to foreign countries, these Terms and Conditions shall be applicable together with the “International Commercial Terms” (“Incoterms”) published by the International Chamber of Commerce in their newest redrafting provided that in the confirmation of the order, respectively in the binding offer, The Good Idea refers to one of the concerned Incoterms (for e.g. by means of the clauses “cif”, “ex work”, “fob”, etc.). 
  2. Import duties, consulting fees and different taxes/fees levied according to the regulations of the destination country are generally not included in the appointed prices of The Good Idea (according to the simultaneously applicable § 3 Sec. 1 of these Terms and Conditions). When, by exception, taxes are explicitly included in the price, the agreed price increases accordingly if the tax rates increase after the conclusion of the agreement. 
  3. The Good Idea shall comply with foreign regulations on packaging, weighting and duties, to the extent that the Customer has given prior notice.

 

5. AUTHORIZATION FOR EXPORT AND IMPORT

The delivered goods and technical know-how of The Good Idea are intended exclusively for use and permanence in the country of destination as indicated by the Customer. The re-exportation of the goods appointed in the contract – individually or collectively – is governed exclusively by the European regulations for foreign trade, respectively by the regulations of the country of destination agreed with the Customer. For the delivery of products which are subject to a resale price fixing and/or a sale maintenance, the specific terms and regulations for export (for e.g. embargo) of the referred manufacturer shall be also applicable besides the present Terms and Conditions. The Customer is obliged to inform himself independently for the corresponding regulations, namely for Italian and European terms by the European Office For Export from time to time competent for the area and the US- terms by the US- Department of Commerce responsible for the area. Regardless of whether the Customer has indicated a certain destination for the goods, it is always the responsibility of the Customer to obtain the necessary authorization from the competent authority for international trade before exporting the goods. The Customer is solely responsible for compliance with the applicable regulations to the final consumer.

 

6. PAYMENT, DELAY

  1. The Good Idea’s contractual claim for payment is due immediately upon e-mail confirmation of the order or upon shipment of the goods or delivery of the goods, depending on the chosen payment method as set forth in § 6 Sec. 2 of these Terms and Conditions, and without any deduction.
  2. The Customer shall make payment in favor of The Good Idea - subject to the § 6 Sec. 4 of these Terms and Conditions - by one of the following main payment methods:
    1. bank transfer, within 14 (fourteen) days after the invoice date;
    2. credit card (in which case the amount shall be charged at the time of shipment);
    3. upon delivery of the goods (subject to the following § 6 Sec. 3 of the present Terms and Conditions). In this case, the Customer or his designated person shall be present at the delivery. The courier shall be required to make 2/3 attempts, after which the good will be returned to The Good Idea;
    4. at events organized by The Good Idea, at the time of  goods’ pickup at the The Good Idea’ booth (subject to the following § 6 Sec. 3 of the present Terms and Conditions). It is understood that in cases of failure to collect the goods at the The Good Idea’ booth within the terms agreed the order of the Customer will be cancelled.
  4. If nothing else has been agreed upon, The Good Idea is not obliged to perform first. If, by way of exception, only an obligation of early performance by The Good Idea is agreed upon, Articles 1453 and 1181 of the Civil Code shall apply in the event that - after the conclusion of the same or other contracts of the respective business relationship – The Good Idea’s right to the payment is affected by the Customers’ inability to fulfill with the agreed terms of payment.
  5. The Good Idea reserves the right to reject cheques and bills of exchange from the Customers. The acceptance of such payment substitutes is always regarded as conditional performance. The bill of exchange will be accepted in every case only under the precondition of discount eligibility. Discounts, cancellation expenses and bill of exchange tax as well as other expenses in connection with the acceptance of the different surrogates of payment shall be charged to the Customer. Credit notes for bills of exchange or cheques are regarded as valid under the condition of receipt of the invoiced amount, i.e. the value date on which The Good Idea can dispose of the equivalent sum. 
  6. When, after the conclusion of the contract, The Good Idea issues its invoice to another person than its contractual counterparty (the Customer), generally no alteration in the contractual counterparty should be recognized and, in particular, no release of the Client from its obligation to pay should be recognized. When The Good Idea issues the invoice to a third party, this should be acknowledged as The Good Idea consent for a cumulative assumption of the debt and not as consent for a taking–over of the contract. 
  7. The customer is in delay for payment – unless payment is to be made at the time of delivery - when he doesn't perform the payment during the period of 14 (fourteen) days after the due date and after the receipt of the invoice. In the event of delay for payment, it is hereby understood that the Customer will be charged with € 5,00 in the invoice for each reminder for payment after the due date. This does not affect the legal rights of The Good Idea provided by law.
  8. In case of a delay in payment or of protest of the cheque or of the bill of exchange or in case of other circumstances, which entitle The Good Idea to demand a cash advance or provision of security, The Good Idea may terminate any agreement for extension and granted period of payment with the Customer referred to the entire business relation between The Good Idea and the Customer.


7. SET-OFF, RETENTION

  1. The Customer is only entitled to set off a claim or to retain payment when his counterclaim is not contested by The Good Idea or it has been declared as final and conclusive by an Italian Court. 
  2. The Customer is not entitled to assign claims from the contract to third parties without the written approval of The Good Idea.

 

8. DELIVERY

  1. The Good Idea will perform delivery as soon as possible. The appointed period/date of delivery is not binding, unless The Good Idea confirms explicitly and in writing the appointed period/ the appointed date to be binding. The time of the dispatch ex works or ex stock, or the notification for the readiness for dispatch, shall be authoritative for the determination of the adherence with the period of delivery in case the goods are not dispatched in a timely manner through no fault of The Good Idea. The period of delivery shall be extended to another individually agreed term, if the Customer does not perform the owed cooperation for delivery (see § 9 of the present Terms and Conditions).
  2. For the duration of the Customer examination of printed materials, samples, clichés, etc, the delivery period shall always be interrupted, namely from the day of the dispatch to the Customer until the day of the receipt of his opinion.
  3. In the event that the parties do not agree a binding delivery term, respectively date of delivery, The Good Idea shall be in delay with its obligation to deliver and to perform, when the Customer sends a reminder to The Good Idea indicating a reasonable period of grace and when the period has unsuccessfully expired and the further legal preconditions have been met.
  4. The Good Idea shall perform delivery under the condition of timely delivery through The Good Idea 's suppliers. A delay in delivery or failure to execute delivery that results from a failure of The Good Idea 's suppliers (without any cooperative fault of The Good Idea) shall not be considered as a fault of The Good Idea. 
  5. If the Customer demands an alteration in the order after The Good Idea has already confirmed the order, and this alteration may affect the duration for preparation of delivery for The Good Idea, a new period for delivery begins to run after The Good Idea has confirmed the alteration.
  6. The Good Idea shall not be responsible for a delay of the delivery or of the performance as a result of force majeure or similar circumstances, which derive from circumstances which The Good Idea cannot influence after the conclusion of the contract, including, but not limited to, industrial action, official directive, and also when these circumstances appear in the sphere of The Good Idea's suppliers or sub-suppliers. In these cases the period of delivery is extended until the duration of the obstacle including a reasonable initial period, but not longer than six months. After the expiry of this period both parties are insofar entitled to terminate the contract. The same applies if a party suffers significant disadvantages by the delay or non-performance.
  7. The Good Idea is entitled to partial delivery as long as this is appropriate for the Customer. In such cases The Good Idea is entitled to issue partial invoices. 
  8. In case that the supply according to the request of the Customer is delayed as a result of a Customer's failure to perform a required cooperative act (for e.g. delivery of additional devices and parts for reconstruction), or the Customer does not accept the delivery item, or the delivery is not performed because the Customer fails to perform his obligation for payment, then The Good Idea is entitled to demand a compensation for the additional expenses which occur, and in particular the expenses for storage. The expenses for storage can be charged from the beginning of one week after the notification of the readiness to dispatch with 0,5% lump sum of the invoiced sum for every month. The Customer is entitled to prove to The Good Idea that there are not any expenses or that the incurred expenses for storage are considerably minor. The Good Idea reserves the right to prove higher expenses. Except that, The Good Idea’s right to terminate the contract or to claim compensation on the ground of statutory law shall not be affected.


9. DUTY AND OBLIGATION OF THE CUSTOMER TO COOPERATE

  1. In case the effectiveness of the contract or the performance of the contract requires specific permissions or licenses (for e.g. licenses for import or export) or similar, they are to be obtained by the Customer, unless the parties did not agree explicitly something else. 
  2. The Customer is furthermore obliged to cooperate timely in accordance with the contract or the good faith, in particular to obtain the required permissions and to provide the additional devices and parts for reconstruction. 
  3. The Good Idea is entitled to fix a reasonable term to the Customer for the carrying out of the act of cooperation (for e.g. the request for a necessary permission). After the unsuccessful expiry of this period, The Good Idea is entitled to terminate the contract. When the required licenses or permissions are not provided until the expiry of three months after the conclusion of the contract, The Good Idea is entitled without further preconditions to terminate the contract.


10. RISK TRANSFER

  1. The risk is transferred to the Customer when the goods are handed over to the carrier for transmission to the Customer (for e.g. forwarding agent, carrier or similar) for loading. If transportation through The Good Idea has been agreed upon, the risk passes at the beginning of loading, but at the latest when the goods leave the factory as place of performance (see § 18, Sec. 2 of these Terms and Conditions). The same applies in the event that The Good Idea has undertaken the expenses for the transport or has undertaken another performance like the installation. In any case, it is hereby understood that The Good Idea shall not be liable for any loss or damages.
  2. If The Good Idea performs the dispatch of the goods later than the first possible date of delivery upon request of the Customer or on similar grounds deriving from the Customer's sphere, then the risk shall pass to the Customer at the moment of notification of the readiness for dispatch by The Good Idea.
  3. An insurance of the goods against theft, break, transport, fire or water damages or similar risks will be provided by The Good Idea only upon explicit request of the Customer and will always be at the expense of the Customer.
  4. Sending back the goods to The Good Idea is at the expense and under the risk of the Customer, unless otherwise agreed. 


11. RETENTION OF TITLE

  1. The Good Idea retains title of the goods until all existing and future claims arising from the business relationship with the Customer are paid in full. Upon the opening of a current account with the Customer, the entire retained property serves to secure the claim for the balance of the account. To the extent that, according to the Customer's national law, the validity of this retention of title depends on particular prerequisites or formal requirements (for e.g. on a registration), the Customer is obliged to fulfill at his own expenses the preconditions or the formal requirements for the validity of the retention of the title. 
  2. In case of a breach of the contract of the Customer, in particular in case of a delay in the payment or in case of an existing proceedings for insolvency, The Good Idea is entitled to request from the Customer the purchased objects back without any grace period to be fixed, or in the same case, to request the assignment of the claim for return of property against third parties. Withdrawal of the goods and seizure of the reserved goods by The Good Idea shall not be regarded as a termination of the contract by The Good Idea, unless this is declared explicitly and in writing. The Customer shall undertake the expenses for the withdrawal. The Good Idea is entitled to use the revoked reserved goods after a single warning. The difference between usage profits and usage fees will be borne by the Customer.
  3. The Customer is entitled to resell the reserved goods within the scope of an orderly business operation, as long as he is not in delay, and/or there is a filed application for beginning of insolvency proceedings over his property or he is obliged to apply for insolvency proceedings. In case of resale of the reserved goods on credit, the Customer is obliged to secure the rights of The Good Idea on the reserved goods. Hypothecation, transfer of ownership by way of security, further transfer to the financing of the goods (for e.g. to leasing company) or transfer of the use to third parties are allowed to the Customer only by prior written approval by The Good Idea.
  4. If the Customer resale the reserved goods, he assigns to The Good Idea its claim against the retailer for payment together with all ancillary rights in order to secure the claim of The Good Idea. The Customer is entitled until revocation to collect the amount due from the retailer. However, The Good Idea can request from the Customer to notify his debtors of the assignment. With the revocation of the authorization to collect, the Customer has to notify The Good Idea for the required data for the collection of the debt and, in the same case, to support The Good Idea in the assertion of the claims.
  5. The Customer is obliged to diligently guard the goods in (co-)ownership of The Good Idea at his own expenses, to insure them against theft, breakage, fire, water or similar damages and to prove of the insurance upon The Good Idea 's request.
  6. The Customer has the further duty during the reservation of the property to keep the purchased objects in proper conditions and to admit necessary repairs immediately to be performed in one of The Good Idea 's authorized qualified workshops.
  7. For the seizure over the reserved goods of third parties the Customer has to notify The Good Idea immediately after he has become known of that and to transfer to The Good Idea all the necessary information and documents for each intervention. The Customer is liable for the expenses which arise from the lift of the seizure in particular by lodgment of intervention as a third party on seizure, as long as they cannot be attained by the pursued creditors.

 

12. DEFECTS AND RIGHTS

  1. The Good Idea guarantees that the delivered goods have no considerable defects at the passage of the risk.
  2. Details regarding the scope of the delivery, the appearance, capacity, measurement and weight of the goods, etc. provided at the time of the conclusion of the contract in valid descriptions of the goods do not constitute a guarantee, but only a description of the goods, which should be considered approximate only. Warranty is available only when The Good Idea has appointed it explicitly and in writing as such.
  3. If changes are made to any of the fixed objects after the conclusion of the contract with respect to construction, material, and design, and these are considered in the delivered goods, such changes do not constitute a defect in the purchased goods, provided that there is no deduction in the value of its utility.
  4. The Good Idea is not liable for public statements of third parties (including the suppliers of The Good Idea or the manufacturers) when The Good Idea did not know about these statements or was not obliged to know. The Good Idea is not liable for public statements through The Good Idea or third parties when the statement at the moment of the conclusion of the contract was already corrected or when the Customer could not prove that the respective statement has influenced his decision to purchase. 
  5. Warranty for defects and damages is excluded when these occur
    1. because a definite construction or a definite material for the purchased goods was chosen under the instruction of the Customer,
    2. because the Customer has installed the purchased good or put it in operation incorrectly, 
    3. because the Customer operates with the purchased good incorrectly or he does not use appropriate operating instruments,
    4. because the Customer has disregarded the operating division or maintenance rules,
    5. because the Customer does not use the purchased good competently or use the purchased good overstrained,
    6. because the Customer has attached external parts (products by other manufacturers), although they were not permitted in the operation division or after a written explanation by The Good Idea,
    7. because the Customer has decomposed or changed the purchased object without the approval of The Good Idea,
    8. because the Customer has installed incorrectly the purchased goods into another item (the installation in the other item might be exclusively according to the regulations).
  7. The Customer loses the right to rely on a lack of conformity of the goods, when the Customer does not give notice to The Good Idea specifying the nature of the lack of conformity in accordance with the following rules:
    1. lacks of conformity, which at the examination of the goods were recognizable, have to be noticed in writing to The Good Idea within at latest in 5 (five) working days after the delivery of the goods and before further manufacturing/ processing/ usage (if possible under the dispatch of the provided printed forms by The Good Idea),
    2. hidden lacks of conformity, which at the examination of the goods could not be discovered, have to be noticed in writing to The Good Idea within 5 (five) working days after the discovery of the defects. For the keeping of the term for the notice it is sufficient to dispatch the notification of the lack of conformity in the right time.
  9. Complaints do not abolish the duties of the Customer for acceptance and payment of the goods, unless the defectiveness of the goods is not controversial or has already become res judicata.
  10. If there is an existing lack of conformity in the purchased goods, The Good Idea is entitled to his own choice to remove the defects, by means of for example extra work/improvement of the goods of the contract, or replacement of the complained parts or to deliver another good without defects. If one of these forms of additional performance is connected with considerable disadvantages for the Customer, the Customer is entitled to request the other type of additional performance. 
  11. In case of remedying a defect the repairing of the goods, respectively the substitute delivery The Good Idea bears the necessary expenses, in particular the wage, material and freight expenses. Exchanged old parts of the goods become property of The Good Idea.
  12. In cases of guarantee with international deliveries, The Good Idea shall not generally bear the expenses and similar specific expenses, which are connected with the place of usage, respectively the exporting country of the purchased objects.
  13. If within a reasonable time limit set by the Customer, which however must amount to at least 2 (two) weeks, no attempt at replacement performance is undertaken, or if the setting of a time limit under statutory law is not required as an exception, the Customer shall be entitled to proceed to the other statutory claims for lack of performance, in particular to reduce the purchase price or to terminate the contract. If an attempt at replacement performance is undertaken in due time, but has not eliminated the lack of conformity, the Customer is entitled to proceed to the other claims for defects after the unsuccessful expiry of a further period for substitute performance, unless as an exception it would be unreasonable for the Customer to wait until these Terms and Conditions. In case of partial performance, the Customer may withdraw from the whole contract only if he has no demonstrable interest in partial performance and if the breach of the duty is considerable. Claims for compensation for damages due to the lack of conformity may be established only under the preconditions appointed in § 14.
  14. If the result from an inspection of the goods confirms that the purchased goods do not represent a lack of conformity, The Good Idea is entitled to charge his expenses for the inspection according to his general hourly rates of payment on the account of the Customer.
  15. The maximum period for claims for a lack of conformity is to 1 (one) year from the delivery.


13. WITHDRAWAL

For the right of the Customer to withdraw from the contract, the legal rules will apply.


14. DUTY OF THE GOOD IDEA TO COMPENSATE THE DAMAGES

  1. The Good Idea is liable for the breach of an obligation in case of intent and gross negligence, as well as in case of breach of an essential obligation. As far as a breach of a duty does endanger the purpose of the contract, The Good Idea is also liable in case of simple negligence. In other cases, claims for compensation of the damages are excluded. The limitation of the liability shall not apply when The Good Idea has provided warranties for damages that must be removed according to the Law for Product Liability, as well as for damages of life, body and health.
  2. When The Good Idea is liable for simple and culpable negligence, the liability of The Good Idea is limited to damages that The Good Idea typically should have expected at the conclusion of the contract according to the known circumstances.
  3. When The Good Idea is liable for simple negligence or culpable negligence for the employees of The Good Idea or its representatives who are part of the directors or the managerial employees, the liability is limited to the double sum of the respective purchase price. Additionally, in any case, The Good Idea is not liable for indirect damages, or damages occurred by defects, or for any loss of profits.
  4. The proof of a fault of The Good Idea in the scope of the liability to compensate the damages has to be conducted by the Customer, who requests the compensation for damages. 
  5. The Good Idea is not liable for defective goods, which are based on a defectiveness on supplied parts, unless The Good Idea has given warranty referring to this or the defect of the supplied part is evident. The Good Idea is not obliged to make an examination of a supplied part.
  6. The Customer is obliged to give notice immediately and in writing to The Good Idea of the damages for which he wants to make The Good Idea liable, and if necessary to allow an examination of the damages.
  7. As far as The Good Idea is entitled to request from the Customer compensation for damages instead of performance, The Good Idea is entitled to request a lump sum for compensation for damages to the amount of 15% (fifteen percent) of the purchase price, as long as the Customer does not prove minor damages. The Good Idea reserves the right to claim for higher damages according to the statutory provisions of law.


15. COMMERCIAL RIGHTS OF PROTECTION AND COPYRIGHTS OF THIRD PARTIES

  1. As far as the delivered goods were manufactured in accordance with the drafts or designation of the Customer, the Customer has to indemnify The Good Idea against all claims, arising from the breach of intellectual property right and/or copyright which are exploited by third parties. 
  2. For deliveries of goods to other countries, The Good Idea is only liable for the purchased goods manufactured in its own factories for a breach of patents, which are licensed in Italy. In such a case, The Good Idea is only obliged to support the Customer in an out of court and in judicial proceedings against the patent holder, and to compensate the Customer for the expenses for proceedings and to indemnify him against the final claims for compensation for damages of the patent holders. In view of the purchased goods, respectively parts of them, which The Good Idea has manufactured but not in his own factories, the liability is limited to the assignment of the claims which The Good Idea owes against his suppliers.


16. ORDERS FOR BRANDED PRODUCTS

  1. The Customer shall examine layouts, galleys and imprints for recording or similar mistakes and shall return them to The Good Idea cleared and ready for press. The Good Idea is not liable for mistakes removed by the Customer. Telephonically transmitted texts or alterations demand written approval of the Customer.
  2. The liability is excluded for documents handed over by the Customer for the performance of the order, like in particular films, clichés, data carriers etc. (further called as “patterns”). The patterns have to be provided back to the Customer after the termination of the order. If the Customer wishes to archive the patterns for add-on sales by The Good Idea, the duty for safe storage is for a maximum of 2 (two) years. After the expiry of the term, The Good Idea is authorized to demolish the archived documents without particular notification of the Customer. 
  3. Through the placing of the order the Customer shall not acquire ownership on the creation of the copies and stamps, and similar needed tools. The erasing or demolishing of these tools by The Good Idea follows after the completion of the order.
  4. In case of orders for products with a custom logo/imprint, The Good Idea reserves added or minor delivery of up to 10% (ten percent).


17. CONTACTS

All notices, demands and requests of any kind to be delivered to The Good Idea shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by registered or certified mail or e-mail, return receipt requested, addressed as follows:

​The Good Idea – Società benefit a responsabilità limitata

​Registered office in Rome– 00187 – Via Ostiense, no. 82 

​Registered e-mail address: techforgoods@legalmail.it

​E-mail: amministrazione@techforgoods.it 

​Telephone number: +39 0254121520


18. FINAL CLAUSES

  1. These Terms and Conditions shall be governed by Italian law. In the event of an international sales relationship, for all matters not governed by these Terms and Conditions, the Vienna Convention of 1980 will apply and for all matters not governed by the latter, the Italian Civil Code will apply.
  2. The place of performance for all obligations of this contract is the factory of The Good Idea. When the dispatch according to the agreement between the parties has to be performed from the factory of a third party, this factory shall be the place of performance.
  3. By signing these Terms and Conditions the parties agree to submit to the exclusive jurisdiction of the Court of Milan. The Good Idea shall be also entitled on its part to complain in the registered office of the Customer.
  4.  Alterations of the contract, supplements and representations demand written form for their effectiveness. The same is also valid and in particular for annulment or alteration of these written clauses. An electronic data transmission (e-mail) is only sufficient as far as these are provided with a qualified electronic signature according to the Italian Law for signature. 
  5. If one or more provisions of the present Terms and Conditions for sale and delivery has to be or to become ineffective or if the contract has to include blank provision, the validity of the remaining provisions shall be unaffected. The ineffective or incomplete provision will be replaced through a similar rule, which meets closest the term and the purpose of the desired provision efficiently. 
  6. With reference to the processing of personal data that may result from the execution of this Agreement, The Good Idea undertakes to comply with the GDPR - Regulation (EU) No. 679/2016 on the protection of personal data, with particular reference to the profiles related to the modalities of data processing, data requirements, designation of authorized and responsible parties for the processing, custody and security of information. 
  7. No waiver by The Good Idea hereto, whether express or implied, of any provision of these Terms and Conditions or of any breach or default of the Customer, shall constitute a continuing waiver of such provision or any other provisions of these Terms and Conditions, and no such waiver by The Good Idea shall prevent The Good Idea from acting upon the same or any subsequent breach of default of The Good Idea of the same or any other provision of these Terms and Conditions.

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Pursuant articles 1341 e 1342 of the Italian Civil Code, the Customer hereby specifically accepts the following provisions: Art. 1 - Scope of application; Art. 6 - Payment, Delay; Art. 7 - No right to make compensations or retentions; Art. 8 – Delivery; Art. 11 – Retention of title; Art. 12 – Defects and rights; Art. 14 – Limitation of liability, Duty to compensate the damages; 16(2) - Limitation of liability; Art. 18(1) – Applicable Law; Art. 18(3) – Jurisdiction.