SCOPE OF APPLICATIONS
The following General Sales Terms (‘Sales Terms’) govern the sales of the products marketed by IMPERGOM S.r..l. with registered place of business in Orbassano (TO) Strada Stupinigi, 101.
Any sales contract both online and on distance for products and services by Impergom S.r.l. to its customers, made by fax, Internet, email or other electronic media, is governed by these General Terms which are considered approved by the Customer and are a part of every Sales order.
Any clause or term invoked invoked by the Customer is null and void in any case when it is inconsistent with any of the terms listed below.
Customer: any legal person willing to buy goods from IMPERGOM
BUYER: the owner, CEO, Managing Director of the Customer company or any employee duly authortized to buy goods from IMPERGOM
Customer code: it is the code used by IMPERGOM to identify the customer on IMPERGOM computer system and also the code used by Customer to log in the Impergom website,
Order confirmation: written acceptance by IMPERGOM of the order received by Customer
IMPERGOM: IMPERGOM S.r.l. a company with its registred place of business in Orbassano (TO, Italy) Strada Stupinigi, 101, as mentioned in the order confirmation or invoice. IMPERGOM is a leading distributor of rubber and rubber-to-metal spare parts. IMPERGOM is always acting on its own behalf, when finalizing any contract and for any purposes linked with its activity
Price: the total amount which Customer has to pay to Impergom for the purchase of its products
Products: any specific unit item included and described in any document published by IMPERGOM and issued in paper format, on its website or in Order confirmations, for which Customer may show an interest to buy
Thrid-parties product: any product sold by IMPERGOM but not manufactured, assembled or in any other way prepared by IMPERGOM;
Authentication: the procedure under which any subject using the Service is recognized as Customer.
Email boIMPERGOM: the personal email box of any user where IMPERGOM will send any communication in an electronic format concerning the Contract or other commercial and service information. The above communications will be considered as received by the user when they are sent from server.
Contract: the Proposal for buying IMPERGOM products, approved by Customer and accepted by IMPERGOM on its own behalf. The Sales Terms, the Commercial offer as mentioned in our Proposal and any other attachment shall be considered as an essential part of the Contract.
General Sales Terms: these sales terms which govern the sales of IMPERGOM products. The General Sales Terms govern the purchase of products by Customer during the signature and in any other subsequent stage.
Days: to be considered as working days
Commercial Offer: the set of contents, characteristics, terms, sales and other financial terms concerning the products offered on www.impergom.it website, communicated in electronic or in any other format, including the data necessary to identify the product, the other sales and financial terms according to which the product is sold.
Password: the personal code given by IMPERGOM to the Customer. With this password Customer can use some services on www.impergom.it.
Purchase proposal: the document signed by Customer through which he requests to buy IMPERGOM products. The General Sales Terms are always attached to the Purchase proposal.
IMPERGOM products: the products sold by IMPERGOM as described in IMPERGOM commercial offers and selected for purchase in the Purchase proposal.
2.OFFERS AND ORDERS
Orders will be sent by Customers to IMPERGOM through email or other electronic means, whether activated between Customer and Impergom.
All the orders shall be sent completed with these Sales Terms signed for approval, on the order form, according to articles 1341 and 1342 of the Italian Civil Code and shall be governed by these Sales Terms.
The approval of these Sales Terms in case of online purchase through the website www.impergom.it is confirmed by ticking the check-box “I accept the Sales Terms of Impergom” at the bottom of the web page.
Any order sent by email shall be confirmed by Customer, within 7 days, with the approval of IMPERGOM Order confirmation duly signed by the managing director and sent by email.
IMPERGOM offers are valid 30 (thirty) days and are always subject to our further acceptance of the order. Each order must include, for each different item, the quantity and IMPERGOM part number.
IMPERGOM reserves the right, if necessary, to supply products with different characteristics than mentioned in its catalogs, price lists and other relevant documents, as far as the functional characteristics are not affected.
If customer want to order an item with specific characteristics he must mention this and IMPERGOM will be bound by these requirements just in case of a specific written acceptance.
Customer is always bound to its orders, even in the lack of an order confirmation by IMPERGOM; IMPERGOM is bound to Customer orders after having issued its order confirmation, except as provided in articles 4 and 7.
IMPERGOM will reject any order subject to penalties of any kind, unless such penalties are accepted in writing by Impergom.
IMPERGOM reserves the right to reject any order incomplete, or not signed by Customer or not approved in writing according to articles 1341 and 1342 of the Italian Civil Code
Should any product ordered by Customer be unavailable, even temporarily, IMPERGOM will inform Customer and refund any sum paid by Customer to IMPERGOM to buy such products. Customer will not be entitled to any further compensation or damages.
3. ONLINE SALES – ONLINE TRANSACTION SERVICE (OTS) – Video on Demand
Customer accepts the use of electronic communications to sign contracts, issue orders and receive any other information or communication; to the extent permitted under any applicable law, Customer waives its rights arising out of any law or regulation in any applicable jurisdiction where is requested an original (non digital) signature, or the delivery and conservation of non digital documents.
The use of OTS remains at IMPERGOM sole discretion; IMPERGOM reserves the right to change or discontinue the use of OTS without any liability to Customer.
The use of OTS is reserved to Customer or to its employees appointed as OTS manager (‘Authorized Users’) and notified to IMPERGOM by any mean chosen by Customer.
Authorized Users will receive a password which is confidential and cannot be disclosed to any unauthorized persons.
Customer has a duty to instruct any Authorized User so to achieve an appropriate capability to use the OTS.
Customer warrants that the instructions included in the electronic data stream sent to IMPERGOM are accurate and authentic; Customer shall not change or repeal such instructions and will accept any data stream sent by IMPERGOM.
Customer shall keep the registration of all the electronic data sent and received, without making any change to the original ones.
Customer shall keep for at least 12 (twelve) months the registration of its purchase orders sent through the Internet;
Any other electron information will be registered for at least 15 (fifteen) days.
Customers acknowledges that IMPERGOM registrations of electonic data and information will have exclusive evidentiary value.
Customer has a duty to inform IMPERGOM in a timely fashion in case:
a) any unauthorized use of OTS has occurred;
b) the password has been revealed to any unauthorized third-party;
c) Customer want to discontinue its use of OTS
Customer shall release and hold IMPERGOM harmless from and against any damages and other expenses arising out in connection with the disclosure to any unauthorized third-party of Customer personal data and user identification data like the password.
The input of user id and password entitle Customer to buy goods through the website www.impergom.it, paying by the prepaid card or using the credit give by IMPERGOM; Customer shall release IMPERGOM from any responsibilty in connection to this procedure.
The costs and expenses referred above are charged by IMPERGOM based on the transactions registered automatically through the Internet or by IMPERGOM operator in charge of invoicing. Such registrations will be considered as evidence of the transaction made.
Conclusion of contract – Time and place
The contract is concluded when the email with order confirmation, confirming the purchase proposal as received by Customer, is sent by IMPERGOM server.
The dispatchment of the message from IMPERGOM server will be considered as the evidence of its receipt by Customer.
The contract will be considered as concluded within the jurisdiction where IMPERGOM has its registered place of business.
The prices mentioned in IMPERGOM order confirmation will apply to each contract. In case of any price increase concerning raw materials, cost of labour or any other cost, occurred within the time when IMPERGOM has to deliver the ordered products, IMPERGOM reserves the right to adjust its prices, starting from the date when the price increase has occurred.
All the quotations given by IMPERGOM are considered EX-WORKS (ICC 2020).
5. PRODUCTS NOT INCLUDED IN IMPERGOM STANDARD PRICE LIST
When supplying products not included in IMPERGOM standard price list, due to production technical reasons, IMPERGOM reserves the right to supply 10% more or less the quantity ordered by Customer.
The place of delivery is the place mentioned in IMPERGOM order confirmation. The delivery will be considered as effected when the products are placed at Customer disposal at IMPERGOM warehouse or delivered to the transport company. In the lack of instructions by Customer concerning delivery, or in case Customer has not collected the products or in case delivery is not possible for any reason, IMPERGOM reserves the right to deliver the goods to the warehouse or to other logistics or commercial places within Customer organization.
7. DATE OF DELIVERY
The date of delivery confirmed by IMPERGOM will be matched to the maximum extent possible, but Customer acknowledges and agrees that such date is given just for reference and is not binding on IMPERGOM.
IMPERGOMdisclaims any and allresponsibility or liability arising out in connection with late delivery of goods and Customer will not be entitled to any compensation or damages.
IMPERGOM reserves the right to postpone the date of delivery or to terminate the contract in case of:
a) force majeure events including, but not limited to, strikes, disruption of public utilities, fire, when occurred at IMPERGOM warehouse or at IMPERGOM suppliers plants, and any other event not foreseeable and, if foreseeable, beyond the reasonable control and without the fault or negligence of IMPERGOM or IMPERGOM suppliers;
b) instructions concerning the perfomance of the contract from Customer are late, incomplete or inaccurate;
c) variations to the contract accepted by IMPERGOM after having received the order;
d) disruptions and shortages in raw materials supply;
e) Customer failure to perform its obligations concerning payments.
In the circumstances sub b) and e), IMPERGOM reserves any rights or remedies at law for damages and other costs incurred.
8. SHIPMENTS AND CONFORMITY OF THE GOODS
Customer must notify the forwarder with any claim for loss of products or breaking open of the packaging and write and mention in writing such problems on the delivery note receive byt the forwarder.
IMPERGOM will consider any claim for quantity differences or shipment of wrong products only if received in writing within 8 (eight) days from receipt of the shipment; in case of claim for quantity difference, Customer has to mention the gross weight of the package in which the difference is noticed.
In the lack of instructions from Customer, IMPERGOM disclaims any and allresponsibility or liability arising out in connection with the choice of the means of transport, or the charges applied by forwarders and shipping agents.
Unless agreed otherwise in writing, transport costs will be for paid by Customer.
In case IMPERGOM agrees to pay transport costs, even partially, IMPERGOM will be eintitled to use the cheapest means of transport and, in case a different method is requested, the higher costs will be paud by Customer.
IMPERGOM reserves the right to ship small quantities by post service at Customer expenses, even if a different mean of transport is requested.
Payments shall be done according to the method mentioned in the order confirmation issued by IMPERGOM, unless agreed otherwise in writing. Any payment made with a different method will be considered as null and void.
After expiry of the payment due date, without prejudice to its right to request payment, IMPERGOM will charge Customer with default interests on arrears according to the rate set every six months by the Italian Ministry of Economy and Finance, based on the European Central Bank interest rate, plus eight percentage points, without any separate default action.
In case of delayed payments, without prejudice to its rights and remedies at law, IMPERGOM reserves the right to interrupt or cancel the the production and delivery of any product ordered by Customer, which will be informed of this decision. Customer will not be entitled to any compensation or damages.
IMPERGOM reserves the right to interrupt the delivery of all the pending orders in case of delayed payment of even just one invoice by Customer.
Any claim concerning products under production, ready for shipment, already shipped or delivered to Customer cannot be the basis to reject the acceptance of the entire ordered quantity or to delay the payment of the relevant invoice.
10. SPECIFICATIONS AND DRAWINGS
IMPERGOM will make every effort to ensure that desciptions, drawings and other information on its catalogs, correspondence and other media are accurate, nevertheless IMPERGOM disclaims any and allresponsibility or liability in case these data are not accurate, complete or updated.
Customer is responsible for the selection and choice of the ordered products, so that any characteriistics mentioned by IMPERGOM may match Customer requirements.
IMPERGOM disclaims any express or implied warranty that its products are compatible with other products or apparatus used by Customer, or that IMPERGOM products are fit for specific use requested by Customer.
IMPERGOM warrants its products for two years or 100.000 Kms, and three years or 100.000 Kms for pulleys, starting from the date of delivery.
This warranty is limited to the repair or replacement free of charge of the products declared as defective, for lack of essential quality or construction defect.
Customer will inform IMPERGOM of any clear or easily recognizable defect within 8 (eight) days from receipt of the goods, and within 8 (eight) days from the detection of hidden defects. IMPERGOM will reject any late claim received .
Customer is not entitled to any further compensation or damages due to claims under this paragraph, neither Customer can cancel or reduce the quantity of any pending order.
Any return must obtain the prior approval of Impergom’s Quality Service; in case of return, Customer will ship the defective products at his own expenses to the Quality Service of IMPERGOM.
Warranty will not apply to products repaired, forced or used for unfit purposes.
Warranty will not cover damages or expenses due to defects from external agents, lack of maintenance, overload, use of unfit lubricant, wear and tear, choice of a product unfit for its application, incorrect installation or other reasons beyond the reasonable control of IMPERGOM.
Unless provided otherwise in these Sales Terms, IMPERGOM disclaims any warranty, express or implied, of merchantability, quality, performance, and other characteristics of its products
IMPERGOM shall not be liable to any subjects for compensation or damages due accidents caused by defective products, unless such liability is provided by mandatory laws or regulations.
12. EXPORT CONTROL
Customer wil strictly comply with all the laws and regulations concerning export of goods. Customer will not: (i) export any product to countries where export is prohibited by existing laws and regulations; (ii) export any product to countries requesting a government authorization or license to export, without having obtained such authorization or license.
Customer acknowledges and warrants that its company is not resident and does not have its registered place of business in any country towards which export of products is prohibited by any export laws and regulations.
13. PROTECTION OF PERSONAL DATA
As for the personal data obtained by IMPERGOM from Customer in the performance of this contract, Customer acknoweledges to be informed by IMPERGOM according to art. 13 of legislative decree 196 dated 30/06/2003. Customer acknowledges to have read and understood the information available on the website www.impergom.it
The approval of these Sales Terms will be considered as a consent from Customer to the processing of its personal data according to the principles mentioned above.
Each parties will process the confidental information received from the counterpart with at least the same degree of care that it uses to protect its own confidential and proprietary information of like kind, but in no event less than reasonable care.
15. APPLICABILITY AND DEROGATION
These Sales Terms cancel and replace any previous edition, Any derogation from these Sales Terms will be valid just in case of written approval by IMPERGOM.
16. CHOICE OF DOMICILE
The domicile of Customer will be considered its registered place of business, at the material time of the purchase order, unless written instruction to the contrary. IMPERGOM will send any communication to such address, and serve any legal document.
17. DISPUTE SETTLEMENT
a) In case a dispute arises out of or in connection with this Agreement, relating to its interpretation, validity, excution or termination, parties shall entertain negotiations to reach a friendly settlement.
If a friendly settlement in not reached within a short period, disputes shall be finally settled under the Rules of the Piedmont Arbitration Chamber by ritual arbitration, according to the ordinary or fast arbitration procedure depending on the value of the claim. In case of Fast Arbitration, the sole arbitrator shall decide ritually ex aequo et bono. The venue of the arbitration is the seat of the Piedmont Arbitration Chamber (http://www.pie.camcom.it).
b) IMPERGOM reserves the right to issue a petition for injunction for the payment of its invoices and any other expenses (eg interests on arrears)
Any objection to the petition for injunction will be treated as a dispute and settled according to the procedure sub par. a)
18. APPLICABLE LAW
These Sales Terms will be governed by the Italian law.
19. OTHER PROVISIONS
The applicable law will govern any issue not regulated by these Sales Terms.
Approval of onerous clauses according to articles 1341 and 1342 of Italian Civil Code.
To the extent provided by articles 1341 and 1342 of Italian Civil Code, Customer acknowledges to have read and approved the following clauses: 4. Prices; 9. Payments; 6. Delivery; 7. Date Of Delivery; 8. Shipments And Conformity Of The Goods; 17. Dispute Settlement, In order to get a copy of these Sales Terms and of other information concerning the identity of the supplier of this service, according to art. 3 of D.Lgs. 185/1999, Customer will print or save on hard disk these Sales Terms