1.1 These General Conditions of Sale (ex art. 1341 of the Italian Civil Code; hereinafter: “Conditions”) are valid for any order made by the Client to Imoon S.r.l. (hereinafter: “Imoon”) and they constitute an essential part of each order. Possible exceptions or particular sale conditions must be expressly indicated in the text of the order confirmation sent by Imoon to the Client or, in any case, agreed upon in writing. Sending an order to Imoon and/or receiving the subsequent order confirmation from Imoon, imply, among other things, the acceptance of these Conditions and any other specific condition resulting from the order confirmation. These Conditions expressly refer to the provisions of the Italian Civil Code (Book Fourth, Title II, artt. 1321 and following — and Title III. artt. 1470 and following), integrating them and indicating the elements that can be agreed upon between Imoon and the Client. In such ambit, what is specified in Imoon’s offers and/or order confirmations shall prevail on these Conditions.
1.2 Any behavior, even repeated, of one of the parties, not corresponding to one or more of these Conditions, will not prejudice in any manner the right of the other party to ask in any moment the application of these Conditions.
1.3 These Conditions are published on Imoon’s website (www.Imoon.it). The Client therefore can examine them by linking online with such website.
Unless otherwise indicated, the validity of the offers made by Imoon will be 60 (sixty) calendar days running from the date they have been forwarded or delivered to the Client (ex art. 1335 of the Italian Civil Code), and their validity is in any case subject to the content of artt. 1326 and 1327 of the Italian Civil Code. Unless otherwise indicated, the products that are the object of the offers make express reference to what is indicated in the respective and most updated Technical Catalogues of Imoon (hereinafter: the “Catalogues”). Such Catalogues are constantly verified and updated in order to guarantee their truthfulness and correctness, but they cannot be considered free from any errors, including typing.
3.1 The orders forwarded to Imoon by the Client can be considered accepted only after their written acceptance by Imoon (order confirmation sent by post, facsimile or e-mail), whose content shall prevail on any other conditions o clauses contained in the Client’s order. Imoon’s order confirmation shall be the only document governing the related sale agreement (ex artt. 1327 and 1328 of the Italian Civil Code).
3.2 The order confirmations are considered accepted if the Client does not object to their content within 2 (two) working days after their receipt.
3.3 In case Imoon gives execution to the orders forwarded by the Client without sending the order confirmations, these General conditions of sale shall apply. They are published online on Imoon’s website and are available to the Client for consultation.
The prices (whose validity is that of each offer in which they are contained) indicated in the offers, in the order confirmations and in the invoices are per piece, in EURO and net of VAT.
5.1 Delivery terms are those indicated in the order confirmation and they are merely indicative of the products’ availability date. Imoon, therefore, will not be liable for any and all damages of any nature deriving from or caused by delivery delays.
5.2 The availability of the offered quantities is expressly referred to Imoon’s warehouse, and is always subject to sale priority as well as to unforeseeable events that may occur also to the production sites used by Imoon.
5.3 The products sold are intended ex works at the plant of Imoon in Via Imperia n.2, 20142, Milano. In the event the products are sold DDP pursuant to a written agreement contained in the order confirmation, the transfer of risk from Imoon to the Client will always take place on the moment in which the products leave Imoon’s plant.
5.4 Imoon is constantly active for the purpose of fulfilling its obligations as per its offers and order confirmations. Given however the unpredictability of events, including those outside Imoon’s control, Imoon undertakes to timely notify only serious delays.
Packaging shall protect the integrity of the content if moved with normal attention and is such to allow its moving with the most common means. Packaging also reports all the necessary indications to refer its content to the related documents.
Imoon shall respect and report in its documents the address indicated by the Client in each purchase order.
Delivery will be ex works. Imoon (according to artt. 1511 and 1527 of the Italian Civil Code) shall only deliver the products to the Client or a subject expressly indicated by the Client in the order.
Imoon undertakes to attach to the BoL only the conformity, trial and test Certificates that have been expressly mentioned in the offer request and afterwards quoted in the offers and order confirmations.
10.1 According to art. 1498 of the Italian Civil Code and lacking different understandings, the payment must be made upon delivery of the products. Shouldn’t that be possible, the payment must be made in advance, or, however, pursuant to the terms and the means previously agreed upon (or however “in use”) and/or expressly indicated in the offer.
10.2 The price indicated in the order confirmation is net of all expenses, discounts or taxes. The Client shall be bound to pay the price at the moment that the products are rendered available for delivery, unless different understandings are taken between the parties.
10.3 Whenever doubts should occur with regard to the payment capacity of the Client and this latter, despite a corresponding request, is not available to make a downpayment or give an adequate guarantee of payment, Imoon, if no delivery has been made yet, is authorized to withdraw from the agreement.
10.4 Delays in payments with respect to the agreed upon terms shall be subject to the application of interests according to the provisions of Italian Legislative Decree no. 231 of 2002 “Interests on late payments”. In case of delay, all the sums due by the Client at later terms shall become immediately due so that Imoon will be entitled to ask for immediate payment or suspend or terminate also other sale contracts not yet fulfilled. Interests shall apply automatically as provided for by Legislative Decree no. 231 of 2002, being it understood that Imoon, upon its sole discretion, will be entitled to waive such interests, even only partially.
10.5 The Client is not entitled to withhold any money due to Imoon. The Client is allowed to setoff its credits only if such credits are definitely determined by a court decision or not objected to by Imoon.
10.6 It remains expressly understood that the products’ property shall be transferred to the Client only upon the total payment of the price due, and, however, up to such moment, the products’ property shall remain to Imoon which shall be entitled to get the products back in the event of any breach by the Client.
11.1 The Client acknowledges and accepts that the final destination of all Imoon’s products is exclusively their installation and use in an industrial or similar environment by competent technicians previously informed of the installation procedures. To such end the Client undertakes to deliver and disclose to the technicians taking care of the installation and use of Imoon’s products, and make them respect, the provisions contained in the Catalogues that, however, are available online to the Client on Imoon’s website or upon its specific request. The Client undertakes to fulfill such obligations also in the event of re-sale of Imoon’s products to third parties.
11.2 Imoon’s liability for defective products is however excluded in all cases in which Imoon has not assumed such liability in writing. Consequently Imoon shall not be obliged to indemnify the Client for indirect or immaterial or unforeseeable damages such as, by way of example, production losses, profit losses, turnover losses, loss of commercial chances, costs related to the interruption of the production, waiver of orders etc. In any case, Imoon declines all responsibilities in case of tampering or unauthorized interventions (also involuntary) of the products or for defects caused by third parties’ repair or other intervention.
The debt of the Client towards Imoon cannot be assigned, even partially, to third parties no matter the mean used (including the «Reverse Factoring»), unless such assignment is expressly and previously authorized in writing by Imoon.
13.1 In light of the provisions of artt. 1490 and 1491 of the Italian Civil Code, Imoon only guarantees the good quality of the products sold and, if applicable, their conformity to the requirements expressly indicated on its Catalogues, save the possibility of errors, including typing, not yet corrected in the most recent edition. All information contained in the Catalogues derives from experience and/or generic tests and the limit values referred to the operative conditions are linked to one another, therefore they must never be reached at the same time. Public statements, quality statements and advertising shall not be considered as valid data on the nature of the products.
13.2 In light of the multiple applications Imoon’s products can be used for, together with the unforeseeable conditions of use and tampering (even involuntary), Imoon does not assume any obligations outside the ambit of the provisions of artt. 1492 and 1493 of the Italian Civil Code or provided for by explicit or implicit warranties concerning the good result of the application. Imoon’s support to the Client in choosing the products shall not be considered a waiver to the foregoing, therefore, if it deems it opportune, the Client is invited to expressly request a test and/or a homologation (i.e. through an empiric test made under exercise conditions so as to validate the correctness of the technical choice made) as a condition for the exact fulfillment of the contract.
13.3 The Client acknowledges that Imoon shall not be liable for the use of Imoon’s products by the Client. The Client acknowledges that Imoon cannot foresee all the conditions in which Imoon’s products will be used and, consequently, the Client understands that it shall have to make its own test to determine the adequacy and safety of Imoon’s products for the Client’s purposes. Any information given by Imoon is void of any warranty, express or implicit.
13.4 Imoon cannot guarantee the correct conservation of its products once delivered, therefore Imoon expressly requests that any apparent defect be signaled within 8 (eight) days from their receipt (ex art. 1511 of the Italian Civil Code). For hidden defects Imoon expressly refers to the provisions of art. 1495 of the Italian Civil Code. Lack of information in the above indicated terms shall be considered as an irrevocable and unconditioned waiver to any claim.
13.5 In case of defective products Imoon shall be entitled, at its sole discretion, to replace the product deemed defective or pay back the price already paid or waive the payment still due. The cost and risk involved in transporting the defective product from the Client to Imoon shall be borne by the Client.
13.6 The warranty is also void in case of tampering or interventions not authorized by Imoon and does not extend to parts normally subject to wear. The warranty is also void in case of failure to comply with the prescriptions contained in the Catalogues that contain the instruction for the installation, use and maintenance, that are however available online for the Client on Imoon’s website or upon its specific request. If a part is replaced, the warranty shall be renewed solely for that piece.
13.7 The Client may not withhold any payment on the grounds that the warranty does not meet its satisfaction. ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLICIT, REGARDING THE PRODUCTS, USED ALONE OR WITH OTHER COMPONENTS, INCLUDING ANY IMPLICIT WARRANTY FOR ADEQUACY OR MARKETABILITY FOR ANY PURPOSES, ARE HEREBY DENIED.
Imoon shall not be liable for delays in the execution or breach of obligations due to circumstances outside its control, including, but not limited to, force majeure causes such as unforeseen entrepreneurial difficulties, transportation or forwarding problems, fire, flood, inundation, explosion, earthquake, war, terrorism, maritime navigation risks, traffic interruption, union conflicts, breaking of equipment, unforeseen scarcity of personnel, raw materials and auxiliary products, lack of power, strikes, closing of the plant, authority orders or other problems of different nature.
Restitutions not authorized nor previously agreed upon will not be accepted by Imoon. Despite that, given that Imoon expressed its consent in writing after specific evaluation and approval, Imoon, at its sole discretion, may accept to make a replacement and/or to accept restitution even in case they have not been provoked by an ascertained lack of conformity of the products. In such a case Imoon shall charge 15% (fifteen percent) of the net value of the replaced and/or returned products as a compensation for the logistic, administrative and financial costs sustained.
According to artt. 1475 and 1510 of the Italian Civil Code, restitution is DDP Imoon in Via Imperia n. 2, 20142, Milan, Italy. Transportation costs for the execution of the above referenced understandings shall be borne by the Client.
With reference to the provisions of the “Privacy Law no. 196 of 2003” the Client’s personal data obtained by Imoon can be subject to treatment (as defined by the Privacy Law) but always in the respect of the applicable laws and the confidentiality obligations that always inspired the activity of Imoon, as stated and expressly confirmed in the Privacy Law. The Client consequently authorizes Imoon to treat its data.
17.1 The law governing the contract of which these general conditions are an integral part is — exclusively — the Italian law excluding the application of the uniform laws on the International sale of goods and the stipulation of international contracts for the sale of goods (June 17, 1973) and the United Nations Convention on international contracts for the sale of goods dated April 11, 1980 (so-called “Wien Convention”) with no prejudice to Imoon’s right to seek judicial recourse in the Client’s country or venue.
17.2 Any and all controversies that might arise between the parties in relation to the contracts of which these general conditions are an integrated part shall be exclusively decided upon by the Tribunal of Milan, Italy.
17.3 If one or more of the clauses of these Conditions should be deemed, completely or partially, invalid, that will not prejudice the validity of the other clauses nor that of the remaining parts of the clauses that are only partially invalid. The parties are obliged to replace an invalid clause with a valid one that comes as close as possible to the economic purpose of the invalid clause.
As provided for in art. 1341 of the Italian Civil Code the following clauses:
1 Applicability, 2 Proposals or Offers, 3 Orders and Order confirmations, 5 Delivery Terms, 10 Payments and Retention of Title, 11 Responsibility, 13 Warranty, 14 Force majeure, 15 Restitution and replacement e 17 Governing Law and Venue.
are hereby expressly approved by the Client