1. GENERAL TERMS AND CONDITIONS OF SALE

1.1 These General Terms and Conditions of Sale apply to all contracts stipulated by Impresind (hereinafter the “Seller”) for the sale of its products (hereinafter the “Products”) to any of its customers (hereinafter the “Buyer”); these General Terms and Conditions of Sale shall automatically replace any prior agreement between Impresind and the Customer.

1.2 These General Terms and Conditions of Sale shall prevail on any other conditions stipulated by the Buyer, unless such other conditions have expressly been agreed in writing by the Seller as prevailing over these General Terms and Conditions of Sale.

1.3 Beside these General Terms and Conditions of Sale, any agreement between both parties is also regulated by the specific terms and conditions stated in the order confirmation (hereinafter the “Order Confirmation”).

1.4 In case of discrepancy between the terms and conditions in the Order Confirmation and those of these General Terms and Conditions of Sale, the terms and conditions in the Order Confirmation shall prevail over these General Terms and Conditions of Sale.

1.5 These General Terms and Conditions of Sale are annexed to any order proposal and are deemed as fully accepted by the Buyer.

2. ORDER ACCEPTANCE AND ITS NON - CONFORMITY

2.1 The order issued by the Buyer is fully accepted by the Seller only through the Order Confirmation.

2.2 Any request, order or modification thereof rendered through non-written form shall become effective only if confirmed in writing by the Buyer, otherwise it shall not be effective and the Seller shall not be liable for any failure or misunderstanding.

The mere purpose of catalogues, price lists and advertising is to promote Product itself. Prices or any other specific conditions are not binding between the Parties.

3. DELIVERY

3.1 All deliveries shall be Ex Works (Incoterms® 2010) Seller’s manufacturing plant in Italy, Gorgonzola (MI), Via I Maggio 24, unless differently indicated in the Seller’s order confirmation.

3.2 Delivery dates are estimates only. However, Seller shall use its best efforts to make shipments as scheduled. Delays – if any – will not constitute legal ground for the Buyer to request any price reduction or any damages (direct and/or indirect) refund, it being understood that Buyer may terminate the contract in case the delay exceeds 30 working days from the day when the Seller has received a formal request letter from the Buyer.

3.3 In the event of delay due to force majeure events, (i.e. governmental actions, war, insurrection or similar events, strike, lock-outs, etc.) or to reasons not attributable to the Seller (blizzard, fire, explosion, shortage of raw materials, any other facts affecting production), delivery date will be adequately postponed, at least for the corresponding duration of the events causing the delay.

3.4 In any case, whatever the agreed delivery term is, risk in transportation from the delivery place to the final place of destination is upon the Buyer, and therefore the Seller is not liable for any damages arising during transportation.

4. PROPERTY IN THE GOODS

4.1 Title in the Products will pass to the Buyer upon payment of the Price to the Seller. Until the Price has not been entirely paid to the Seller, the Products shall remain the property of the Seller.

5. PAYMENT

5.1 Unless otherwise agreed in writing, payment shall be made within the date stated in the invoice, without any discount, deduction or off-set by the Buyer.

5.2 If the Buyer does not pay any sums under the contract, the Seller may charge the Buyer interest at the rate due in accordance with the Italian Law (Italian Legislative Decree no 192/2012).

5.3 If the Buyer does not pay any fees or charges due, or in case of any reasons giving concern over the Buyer solvency, Seller can suspend the delivery of any products until the full payment including payment of any late payment interest, pursuant to article 5.2 until the Buyer has provided guarantee of its performance of any of its obligations under the agreement.

6. CLAIMS AND RETURN OF GOODS

6.1 If Buyer does not raise in writing towards the Seller any complaint concerning the packaging, quantity, aesthetical features of the Product as well as any other condition specified in this Agreement, the delivered Products shall be deemed fully complying with the provisions of this Agreement. If within 10 days from receiving the Product and the guarantee terms as settled on the clauses 7.1 and 7.2, the Buyer does not raise in writing towards the Seller any complaint concerning the hidden defects of the Products, the delivered Products shall be deemed fully complying with the provisions of this Agreement.

6.2 If the Buyer timely complains about quality, Seller can alternatively (i) repair the Products or (ii) replace the faulty products, provided that the faulty products will be returned to the warehouse of the Seller at no cost for the Seller. Any return of the products to the Seller shall always be prior authorized by the Seller in advance.

6.3 It is expressly understood and agreed that any claim does not grant to the Buyer any right to refuse deliveries or suspend payments neither Buyer to terminate this contract.

7. GUARANTEE AND DISCLAIMER OF GUARANTEE

7.1 The Seller shall provide 12 months product guarantee starting from the date of receipt of the goods.

7.2 The Buyer shall raise in writing towards the Seller any complaint concerning the alleged defects in the Product within the terms indicated in article 10.

7.3 The guarantee will not be applied if the claimed defects depend on improper use or to reasons not attributable to the Seller.

7.4 The Seller shall not guarantee to any other technical specification except for the conditions agreed by the Parties in this contract.

7.5 In case of damages and losses due to defected Products, except for the damages caused by gross negligence or willful misconduct attributable to the Seller, the Seller liability and consequently the related refund shall not exceed the value of the defected Product.

7.6 Seller shall not be liable for damages or losses incurred by the Buyer in case of order cancellation, penalties due to late delivery, or any other damages, penalties, refunds encountered by the Buyer in its business relationship with its customers.

8. DISSOLUTION OF CONTRACT

8.1 Seller may terminate the contract with immediate effect in the following case:

a) if the Buyer does not pay the Price as settled on article 5. under the contract.

b) b) in the event of delay due to force majeure (i.e. governmental actions, war, lock-outs, strike) or to reasons not attributable to the Seller (blizzard, fire explosion, shortage of raw materials, any other facts affecting production)

9. COSTS

9.1 Taxes, fees, cost of tests and other charges shall be borne by of the Buyer.

10. APPLICABLE LAW AND JURISDITION

10.1 This agreement shall be governed and construed exclusively in accordance to the Italian Law

10.2 Any dispute, claim or controversy arising out of or relating to this agreement, or the formation, validity, binding effect, interpretation, performance, breach or termination thereof shall be submitted to the exclusive competence of the competent Court of Milan, whose jurisdiction is fully accepted by the Buyer.

10.3 Otherwise, Seller may submit the arisen dispute to the competence of the competent Court of the registered office of the Buyer.

11. PUBLICITY

11.1 These General Terms and Conditions of Sale are officially published on the website www.impresind.com.

As provided for in Article 1341 and 1342 of the Italian Civil Code, conditions in paragraph 3 (Delivery) 4 (Property in the Goods) 5 (Payment) 6 (Claims and Return of Goods), 7 (Guarantee and Disclaimer of guarantee), 8 (Dissolution of the Contract), 9 (Costs), 10 (Applicable Law and Jurisdition) are fully accepted by the Buyer

 
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