General Terms and Conditions

GIOLIBO LLC – 8833 Grand Palms Cir Apt B Kissimmee, FL 34747 USA

1.1. The natural or legal person who sends the order (hereinafter referred to as “the Contract”) shall be considered as the Customer and shall be liable for the payment of the invoice, even if the invoice is to be issued in the name of a third party. The Contract is concluded by GIOLIBO LLC’s acceptance of the Customer’s order. 

1.2. GIOLIBO LLC’s General Terms and Conditions of Sale (hereinafter “GTCS”) shall prevail over the Customer’s terms and conditions, even if the latter specify that they alone are valid. A derogation from these GTC shall only be valid if it has been agreed upon in writing. The cancellation of one of the clauses shall not call into question the application of the other articles of these general terms and conditions.

1.3. The General Terms and Conditions shall govern all orders placed with GIOLIBO LLC or its authorized representatives. They shall apply to all business relations between the parties.

1.4. The Customer shall be deemed to have read and agreed to the GTCS as soon as he/she sends or confirms an order to GIOLIBO LLC.  

2.1. The delivery of a model or a photo with a request to carry out a project, implies the commitment to entrust GIOLIBO LLC with the definitive reproduction of the same.  Without prejudice to GIOLIBO LLC’s right to request the forced execution of the order by the Customer, in case of cancellation of the order by the Customer, GIOLIBO LLC shall be entitled to a compensation of 20% of the price of the order in addition to the expenses already incurred.     

By costs, we mean everything that has directly or indirectly led to the realization of the project (in particular: discussion of the project, travel, administration, designer’s fees, production costs, fixed costs, etc.). These costs will be invoiced by GIOLIBO LLC.

2.2. Our price quotations and order forms are only valid if their acceptance is received within 30 days, the date of the quotation or order form being the proof, and provided that the customer does not make any changes to the elements used to establish the price. After the 30-day period, GIOLIBO LLC shall be entitled to modify the price. Prices agreed upon verbally are only binding on us if they have been followed by a written offer.

2.3. Unless otherwise agreed, all prices given by GIOLIBO LLC shall be in US Dollars (USD).

2.4. Regardless of the urgency invoked by the client, we will only start the work related to the assignment if the client has previously agreed in writing, either via email or by signing the order form/quotation.

2.5. Any order may be subject to a request for a deposit, which will be payable before the start of execution.

2.6. GIOLIBO LLC shall remain the owner of the information included in its offers and with regard to the order form (presentation of GIOLIBO LLC or its subcontractors, working methods, price list, presentation of production or of our services, etc.) within the framework of a request for quotation, a call for tender, etc. This information may not be communicated to a third party without our written consent. The creations, graphic projects, sketches or any information whatsoever accompanying the price offer transmitted to the Customer by way of illustration shall remain the exclusive property of GIOLIBO LLC.    

3.1. Intellectual property. GIOLIBO LLC does not transfer to the Customer any of the proprietary rights relating to the works ordered by the Customer. The non-assignment is irrevocable and definitive, and for the whole world, for the entire duration of the protection of the intellectual rights relating to the works.   

3.2. GIOLIBO LLC reserves all moral rights. No adaptation, duplication or publication of the work may be made without the prior written consent of GIOLIBO LLC.  

3.3. Warranty. GIOLIBO LLC guarantees that it is the owner of the copyrights and guarantees the Customer against all claims from third parties in relation to the ordered works.

In any case, GIOLIBO LLC expressly guarantees that the work has not been produced in violation of the rights of a third party and, if applicable, that all necessary authorizations for the elements used in the work have been obtained.

The Customer expressly guarantees to have obtained from the persons who may be represented on the graphic creations their written authorization to reproduce their image and to use it in accordance with the provisions of the GTCS. Consequently, the Customer guarantees GIOLIBO LLC against any claim or recourse that would be brought by a person represented on the work because of the use of the latter in the context of the work. 

The Customer expressly guarantees to have obtained all the necessary authorizations to represent and use as provided for in the Contract all the elements reproduced, in particular objects, works of art, monuments, private places, achievements, etc. The Customer guarantees GIOLIBO LLC against any recourse that would be brought by the owner or the possessor of the represented objects and/or by the holder of the intellectual property rights on these objects. 

GIOLIBO LLC shall not be liable for any infringement of the intellectual property rights of third parties of the elements communicated by the Customer in view of the realization of the work which is the subject of the Contract as governed by the GTC. 

3.4. Resolutory clause. In case of non-compliance with any of the provisions referred to in point 3 of the GTC, and after a formal notice by registered mail which has remained without effect within 30 (thirty) days of its sending, GIOLIBO LLC shall recover the sums already received and the sums still due by the Customer shall become immediately payable, without prejudice to any damages.

3.5. The Customer authorizes GIOLIBO LLC to use its name and possibly its logo for commercial promotion purposes. For the same purpose, the Customer authorizes GIOLIBO LLC to create a link to the customer’s website.

3.6. GIOLIBO LLC undertakes not to divulge to third parties any information collected during the course of the mission concerning the Customer and whose dissemination would be likely to harm the Customer’s interests.

4.1. When sending an estimate, the execution is done exclusively on the basis of this document signed or sent back by email for approval, taking into account the correction requests clearly indicated on it. This estimate remains the property of GIOLIBO LLC and irrevocably releases us from any responsibility if the work has been executed in accordance with the estimate. 

4.2. If the agreement or the request for modification should be transmitted to us orally, no consequences can be attributed to GIOLIBO LLC. The responsibility for any error shall therefore lie with the Client, the Customer. In the absence of instructions to the contrary within a reasonable period of time, GIOLIBO LLC shall continue the execution of the order in accordance with the Customer’s instructions. This shall apply notwithstanding the existence of any other documents or writings of any kind.

4.3. Work which, due to its urgency, is sent to production without a quotation, will be executed to the best of our ability, but at the Customer’s risk, without recourse.

5.1. Unless otherwise agreed, our deadlines are given as an indication. A delay in relation to the agreed deadline shall not give rise to a refusal to accept the delivery or to claim damages from GIOLIBO LLC.

5.2. The agreed delivery time is extended by the Customer’s delay in submitting the necessary data and/or documents or in returning the quotation. In this case, we are entitled to revise the price, if the Customer does not comply with our request within one week after our summons by any appropriate written means (email, fax, letter).

5.3. The execution, at the Customer’s request, of a job in a shorter time than the normal or agreed time, entitles GIOLIBO LLC to charge a supplement.

6.1. The exact conformity of the shades and colors are not guaranteed, insofar as a margin of error corresponding to the nature of the work must be admitted.

7.1. In order to be valid, any complaint must reach GIOLIBO LLC within eight days following the day of delivery, or the date of invoicing if the delivery has been refused or in the cases mentioned under articles 2 and 9.

7.2. The only recognized form of complaint is the one addressed to GIOLIBO LLC by registered mail within the period provided for in 7.1. The letter must contain the precise reasons for the complaint. Other forms of complaint (including the return of the invoice, complaints by telephone, refusal to accept delivery, etc.) are not valid.

7.3. In the event of a possible breach of duty, we shall be obliged to compensate for the direct damage in accordance with the rules of common law, with the exception of any financial or commercial damage resulting from this.

7.4. Except for hidden defects, the acceptance of the goods entails the waiver of all subsequent claims on the conformity of the goods (quality, quantity, etc.).

8.1. GIOLIBO LLC is not obligated to keep the photographic materials, compositions, files, etc., even if they are the property of the Customer or a third party.

8.2. The objects or any other material placed at our disposal by the Customer are in our workshop at the Customer’s risk. In other words, GIOLIBO LLC is not responsible for any damage, loss or theft. This provision shall also apply to the work performed or to the supplies intended for the Customer.

9.1. GIOLIBO LLC shall not be obligated to perform its obligations in case of force majeure, which includes natural disasters, acts and orders of the competent authorities, acts of terrorism or war, fire, theft of equipment, etc., as well as any other event that could not reasonably be foreseen and overcome. 

In case of force majeure, the obligations of GIOLIBO LLC shall be suspended until the circumstances preventing the performance of these obligations have been resolved. If the state of force majeure lasts for more than 30 days, GIOLIBO LLC shall have the right to terminate the Contract by notifying the Customer. Any compensation is excluded in this case.

10.1. The performance of the mission presupposes, besides the regular payment of the issued invoices, a relationship of trust between GIOLIBO LLC and the Client, a regular and punctual transmission, on the part of the Client, of all the necessary information, documents, writings, etc. required by GIOLIBO LLC for the execution of the Contract (“Documents”). Failure to provide the Documents within the time limit set by GIOLIBO LLC shall entitle GIOLIBO LLC to terminate the Contract by granting a prior period of 30 days to provide the Documents. In such a case, the services actually performed until the date of termination of the Contract shall be invoiced to the Customer.

11.1. Unless otherwise agreed, the shipping and packaging costs for the shipment of the order shall be borne by the Customer.

11.2. The same applies to all shipping costs not foreseen at the time the quotation was drawn up (costs caused by any delay on the part of the Customer in the procedure for carrying out the order, by a change in the quotation or a change in the service provider, etc.).

11.3. In all cases, the goods travel at the Customer’s risk.

12.1. Unless otherwise agreed, invoices are payable in USD by Zelle to or in EUR by bank transfer to IBAN BE15 9672 7658 2530. Payment is made to GIOLIBO LLC and on the agreed upon due date.

12.2. In case of late payment, any unpaid amount will be subject to interest at the conventional rate of 12% per month from the due date, until full payment. In addition, the Customer shall owe GIOLIBO LLC, by right and without notice, a fixed compensation of 15% of the unpaid amounts, with a minimum of USD 50. 

Any dispute relating to an invoice must be sent to us in writing within eight calendar days of its delivery. Once this period has elapsed, the invoice will be presumed to have been accepted in full by the Customer.

12.3. Any costs incurred in the collection of the invoices, whether in an amicable or judicial manner, such as the costs of formal notice, sending payment reminders, fees of debt collection companies, lawyers, or any other legal costs, shall be charged to the Customer.

12.4. GIOLIBO LLC also reserves the right, in case of late payment, to suspend the execution of all or part of its obligations. If, in spite of a formal notice by registered mail, the Customer does not pay the outstanding invoices within a week, GIOLIBO LLC shall terminate the Contract and shall be entitled to claim damages for the prejudice suffered as a result of the wrongful termination of the Contract by the Customer.

13.1. The order and these GTC are governed by Florida law.