General Terms and Conditions of Sale
- Applicability
1.1 These General Terms and Conditions of Contract (pursuant to Art. 1341 of the Italian Civil Code; hereinafter: "Conditions") apply to any order received by Imoon S.r.l. (hereinafter: "Imoon") and constitute an essential part of each order. Any derogatory clauses or special supply conditions must be expressly stated in the order confirmation sent by Imoon to the Customer or, in any case, agreed upon in writing. The submission of an order by the Customer to Imoon and/or the subsequent receipt of Imoon’s order confirmation implies, among other things, the acceptance of these Conditions and any other specific conditions resulting from the order confirmation. These Conditions expressly refer to the provisions of the Italian Civil Code (Book Four, Title II – Arts. 1321 et seq. – and Title III – Arts. 1470 et seq.), integrating and specifying the elements that may be agreed upon between Imoon and the Customer. In this sense, any specifications in Imoon’s offers and/or Order Confirmations shall prevail over these Conditions.
1.2 Any conduct by either party, even if repeated, that does not correspond to one or more of these Conditions shall in no way prejudice the right of the other party to request their application at any time.
1.3 These Conditions are published on Imoon's website (www.Imoon.it). The Customer may therefore view them via online connection to the aforementioned site.
- Proposals or Offers
Unless otherwise indicated, offers formulated by Imoon are valid for 60 (sixty) calendar days from the date of sending or delivery to the Customer (pursuant to Art. 1335 of the Italian Civil Code), and are subject to the provisions of Arts. 1326 and 1327 of the Italian Civil Code. Unless otherwise specified, the products subject to the offers refer expressly to the most recent Imoon Technical Catalogues (hereinafter: the "Catalogues"). It is also specified that the aforementioned Catalogues are constantly reviewed and updated; however, they cannot be considered immune to errors, including typographical ones.
- Orders and Order Confirmations
3.1 Orders submitted by the Customer to Imoon are deemed accepted only upon written acceptance by Imoon (order confirmation sent by post, fax, or e-mail), the content of which shall prevail over any other conditions or clauses contained in the Customer's order. Imoon's Order Confirmation shall constitute the governing document of the supply contract (pursuant to Arts. 1327 and 1328 of the Italian Civil Code).
3.2 Order Confirmations are deemed accepted if the Customer does not raise objections within 2 (two) working days following receipt.
3.3 Should Imoon execute orders submitted by the Customer without transmitting order confirmations, these General Conditions of Contract, available online, shall nonetheless apply.
- Prices
Prices (valid as per each specific offer) indicated in offers, order confirmations, and invoices are per unit, expressed in EURO, and net of V.A.T.
- Delivery Terms
5.1 Delivery terms are those indicated in the order confirmation and must be understood as merely indicative of the product availability date. Imoon is therefore exempt from any liability for alleged damages of any nature resulting from delivery delays.
5.2 The actual availability of the quantities offered refers expressly to Imoon's warehouse and is always subject to prior sale and unforeseen events at production sites collaborating with Imoon.
5.3 Products are always delivered and sold Ex-Works (EXW) Imoon, Via Imperia n.2, 20142, Milan, Italy. If, by express written agreement in the order confirmation, products are sold "carriage paid" (franco destinatario), the transfer of risk from Imoon to the Customer always takes place at the moment the products leave Imoon’s facility.
5.4 Imoon strives to honor its commitments; however, given the unpredictability of events, Imoon undertakes to promptly report only delays of a serious nature.
- Packaging
Packaging is designed to preserve the integrity of the content if handled with normal diligence and allows for handling with common tools.
- Destination of Goods and Documents
Imoon will comply with and report in its documents the addresses indicated by the Customer in each purchase order.
- Delivery and Receipt
Delivery is Freight Collect (porto assegnato). Pursuant to Arts. 1511 and 1527 of the Italian Civil Code, Imoon delivers the goods to the Customer or to a person expressly authorized and indicated in the order.
- Certificates
Imoon undertakes to attach to the Transport Documents (DdT) only those certificates of conformity or testing expressly mentioned in the request for quote and subsequently quoted in the offers and confirmations.
- Payments
10.1 Pursuant to Art. 1498 of the Italian Civil Code, payment must be made upon delivery. If not possible, payment must be received in advance or according to the agreed methods
10.2 The price is net of any expenses, discounts, or taxes.
10.3 Should there be well-founded doubts regarding the Customer's solvency and should the Customer, despite a corresponding request, be unwilling to make an advance payment or provide adequate payment security, Imoon, if it has not yet carried out supplies, is authorized to withdraw from the contract.
10.4 Delays in payments with respect to the established dates shall result in the charging of late payment interest pursuant to the provisions of Legislative Decree no. 231/02 "Late payment interest on payment delays", as well as the Customer's forfeiture of the benefit of the term for any other supplies currently in progress, with the consequent right for Imoon to demand immediate payment or to suspend or consider as terminated other supply contracts that may not yet have been executed. Late payment interest shall apply automatically as established by Art. 4, p.1, of Legislative Decree no. 231/02, it remaining at the sole discretion of Imoon the right to waive it, even partially.
10.5 Any right of the Customer to make withholdings is excluded. The Customer may resort to set-offs (compensations) only in the case of undisputed or legally determined credits.
- Responsabilità
11.1 Il Cliente riconosce ed accetta che la destinazione di tutti i prodotti di Imoon è esclusivamente l’installazione e l’impiego in ambiente industriale ed affine ad opera di personale tecnico competente e previamente reso edotto delle procedure di installazione. A tal fine il Cliente si impegna a consegnare e diffondere al personale addetto all’installazione e all’uso dei prodotti Imoon nonché a far rispettare, le prescrizioni contenute nei Cataloghi che sono comunque disponibili online per il Cliente sul sito di Imoon o a sua espressa richiesta. Il Cliente si impegna ad adottare le stesse obbligazioni anche nel caso di alienazione dei prodotti Imoon a terzi.
11.2 La responsabilità di Imoon per prodotti difettosi è comunque esclusa in ogni caso in cui Imoon non l’abbia assunta espressamente per iscritto. Conseguentemente Imoon non sarà tenuta ad indennizzare danni indiretti o immateriali quali, ma non esclusivamente, perdite di produzione, perdite di guadagno, perdite di fatturazione, perdita di occasioni commerciali, costi legati all’interruzione di produzione, alla rinuncia ad ordini ecc. In ogni caso Imoon declina ogni responsabilità in caso di manomissione (anche involontaria) dei prodotti o per difettosità causate da riparazioni o interventi da parte di terzi.
- Prohibition of assignment of debt
The assignment of debt, even partial, towards Imoon by the Customer is prohibited in any form (including "Reverse Factoring"), unless expressly authorized in writing in advance by Imoon.
- Warranties
13.1 In compliance with and pursuant to the provisions of Arts. 1490 and 1491 of the Italian Civil Code, Imoon exclusively guarantees the good quality of the products sold and, if applicable, their compliance with the characteristics expressly stated in its Catalogues, except for errors, including typographical ones, not yet corrected in the most recent edition. All information contained therein is the result of generic experiences and/or tests and the limit values referring to operating conditions are correlated with each other, therefore they must never be reached simultaneously. Public statements, claims of merit, and advertising do not constitute data on the nature of the products.
13.2 In consideration of the multiple applications for which Imoon products may be used, together with the unpredictable (even if only in part) conditions of use as well as the unpredictable tampering (even involuntary) that may be carried out, Imoon does not assume a priori any obligation that falls outside the provisions of Arts. 1492 and 1493 of the Italian Civil Code, nor any express or implied warranties regarding the successful outcome of the application. Any support from Imoon in the choice of products does not in any way constitute a waiver of the foregoing; therefore, if deemed useful, the Customer is invited to expressly request a supply for approval and/or certification (i.e., with an empirical test carried out under operating conditions and suitable for validating the soundness of the technical choice) to which the complete execution of the contract shall be subject.
13.3 The Customer acknowledges that Imoon is absolutely not responsible for the Customer's use of Imoon's products. The Customer acknowledges that Imoon is unable to anticipate all the conditions in which Imoon's products will be used and, consequently, the Customer agrees to conduct tests on their own behalf to determine the safety and suitability of Imoon's products for the Customer's purposes. Any information provided by Imoon is without warranties, whether express or implied.
13.4 Being unable to guarantee the correct storage of its products once delivered, Imoon expressly requires that any apparent defects be reported within 10 (ten) days of receipt (pursuant to Art. 1511 of the Italian Civil Code) and expressly adheres to the provisions of Art. 1495 of the Italian Civil Code for latent defects. The absence of complaints within the terms indicated above will be considered an absolute and unconditional waiver of any and all claims.
13.5 In the event of defective products, Imoon shall have the right, at its sole and unfettered choice, to provide for the replacement of the product or the part of the product deemed defective, or to return the price already paid or waive the payment of the price not yet paid. The cost and risk of transporting the defective product from the Customer to Imoon are borne by the Customer.
13.6 The warranty is void in the event of tampering or interventions not authorized by Imoon and does not extend to parts of the product normally subject to wear and tear. The warranty is also void in the event of failure to observe the requirements indicated in the Catalogues containing the instructions for installation, use, and maintenance, which are in any case available online for the Customer on Imoon's website or upon express request. In the case of replacement of a part, the warranty is understood to be renewed only for the replaced or repaired part.
13.7 The Customer may not oppose Imoon with any refusal to pay for the supply by making it dependent on whether or not the warranty is operational. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REFERENCE TO THE PRODUCTS, USED ALONE OR TOGETHER WITH OTHER MATERIALS, INCLUDING ANY IMPLIED WARRANTY OF FITNESS OR MERCHANTABILITY FOR ANY PURPOSE, ARE DISCLAIMED.
- Force Majeure
Imoon shall not be liable for delays in performance or for defaults due to circumstances beyond its control, including, but not limited to, causes of force majeure such as unforeseen business, transport, or shipping difficulties, fires, floods, inundations, explosions, earthquakes, wars, terrorism, risks of maritime navigation, traffic interruptions, labor disputes, breakdown of machinery, unforeseen shortage of labor, raw materials, and auxiliary products, energy shortages, strikes, lockouts, provisions of the authorities, or impediments of any other nature.
- Returns and replacements
Returns that are neither authorized nor previously agreed upon are not accepted by Imoon. Nevertheless, following specific evaluation and express written consent, Imoon, at its discretion, may agree to carry out a replacement and/or accept returns even if they were not caused by a verified lack of conformity of the supply. In this case, Imoon will charge for the replaced and/or returned goods the expenses for the logistical, administrative, and financial costs incurred.
Pursuant to the provisions of Arts. 1475 and 1510 of the Italian Civil Code, the return is Ex-Works Imoon's warehouse located in Via Imperia n. 2, 20142, Milan, Italy. Transport carried out for the execution of the agreements in question are borne by the Customer.
- Processing of personal data
With explicit reference to the provisions of the "Information notice pursuant to Art. 13 of Legislative Decree no. 196/2003", the Customer's personal data acquired by Imoon may be subject to processing but always in compliance with the laws in force on the subject and the confidentiality obligations that have always inspired Imoon's activities, as declared and expressly confirmed in the specific and already mentioned information notice. The Customer consequently authorizes Imoon to process their data.
- Governing Law and Jurisdiction
17.1 The law governing the contract of which these general conditions form an integral part is – exclusively – Italian law, with the exclusion of the application of uniform laws on the international sale of movable goods and on the stipulation of international contracts for the sale of movable goods (June 17, 1973), as well as the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 (the so-called "Vienna Convention"), without prejudice to Imoon's right to take legal action in the Customer's country or forum.
17.2 Any disputes that may arise between the parties in relation to the contracts of which these general conditions form an integral part shall be subject to the exclusive jurisdiction of the Court of Milan.
17.3 If one or more clauses of these Conditions should prove to be completely or partially invalid, this shall not affect the validity of the other clauses nor that of the remaining parts of the clauses invalidated only partially. The contracting parties are required to replace an invalidated regulation with a valid regulation that comes as close as possible to the economic purpose of the invalidated regulation.
Pursuant to and for the purposes of Art. 1341 of the Italian Civil Code, the following clauses:
1, 2, 3, 6, 11, 12, 14, 15, 16, and 18
are expressly approved by the Customer.
Imoon® S.r.l.