1. WHEREAS
These standard conditions of sale (hereinafter, the SCS) shall apply to all sales of products (hereinafter, the Products) made by IPM S.r.l., with registered office at Via Vigevano no. 1, Mondovì (Cuneo), Italy (hereinafter, IPM), and shall remain valid until changed, in whole or in part, by IPM.
2. DEFINITIONS
In these SCS, the following terms shall have the following meanings: (a) Acceptance: shall mean the acceptance by the COMPANY of the Confirmation and the SCS. To this aim, the COMPANY shall return to IPM the Confirmation and the SCS, duly signed for acceptance; (b) Agreement: shall mean the agreement between IPM and the COMPANY; (c) COMPANY: shall mean your company; (d) Confirmation: shall mean the acceptance of any Order that IPM will transmit to the COMPANY in writing together with these SCS; (e) Order: shall mean any purchase order sent by the COMPANY to IPM in writing; (f) Parties: shall mean IPM and the COMPANY jointly; (g) Party: shall mean IPM and the COMPANY severally; (h) Price: shall mean the price to be paid by the COMPANY to IPM for the sale of the Products, as indicated in the applicable price list.
3. CONSTRUCTION
3.1 The Agreement is conditional upon receipt by IPM of the Acceptance. Should the Acceptance contain provisions which are different from those of the Confirmation and/or of the SCS, the Agreement will be conditional upon receipt by the COMPANY of written acceptance by IPM of the Acceptance.
3.2 The contractual relationship established between the Parties with the Agreement will be based upon the provisions set forth in the Order, in the SCS, in the Confirmation and in the Acceptance. In case of inconsistency between the provisions of the Order (or documents related thereby, including but not limited to COMPANYs standard conditions of purchase) and those of the SCS, the latter shall prevail, unless otherwise agreed by IPM in the Confirmation. In case of inconsistency between the provisions of the Confirmation and those of the Acceptance, the latter shall prevail, only if expressly accepted by IPM in writing.
4. PAYMENTS & DELIVERY
4.1 Unless to the contrary specified in the Confirmation, payment of the Price by the COMPANY shall be made to IPM by wire transfer, in advance.
4.2 Unless to the contrary specified in the Confirmation, the Products will be delivered by IPM to the COMPANY after the payment of the Price. It is agreed by and between the Parties that: (a) the Products will be delivered to the COMPANY at conditions DDP (as per Incoterms 2000); (b) delay in delivery of the Products by IPM not exceeding 30 (thirty) days shall not constitute a breach of the terms of delivery; (c) partial delivery shall be admitted; and (d) all Products are subject to availability.
4.3 In no event the Price paid by the COMPANY for the sale of the Products will be reimbursed by IPM, provided that IPM fulfills its obligations arising from the Agreement.
4.4 Any non-compliance by the COMPANY with the above payment terms and conditions shall discharge IPM from delivery obligations. Should non-compliance or lack of payment be in excess of 30 (thirty) days, IPM will be entitled, at its sole discretion: (a) to claim immediate payment of the Price by the COMPANY; or (b) to terminate the Agreement. The above without prejudice to any other right or remedy in favour of IPM under applicable laws.
5. WARRANTY
5.1 Unless specified to the contrary in the Confirmation, IPM warrants the Products as new. IPM warrants that, on the date of delivery, the Products shall be in conformity to the indicated specifications and free from defects in workmanship and material. For avoidance of any doubt, IPM shall have no liability if the Products have been damaged by any force or occurrence beyond IPMs control, including, without limitation, accident, abuse, misuse, improper warehousing, conservation, repair, service or maintenance, modification or alteration by the COMPANY or any third parties, normal wear and tear.
5.2 The warranty period for the Products is of 12 (twelve) months from the delivery date.
5.3 Notice of the non-conformity or of the defects of the Products shall be sent to IPM in written form within 8 (eight) days from the date on which the COMPANY discovers the lack of conformity or the defect. Said notice shall describe the alleged non-conformity or defects in reasonable detail.
5.4 Upon written authorization from IPM, the COMPANY, at its own costs and expenses, shall ship to the latter a sample of the Products allegedly defective or non-conforming for inspection purposes. In the event that the sample is found to be non-conforming or defective, IPM shall, at its sole discretion, replace free of charge the lot of Products to which the sample belongs or issue a credit note for the relevant amount. Products return shipment, if any, to the COMPANY will be at IPMs costs and expenses.
5.5 Except as provided for in this Section 5, IPM disclaims all other warranties or any express, implied or statutory remedy regarding the Products, including any warranty of merchantability or fitness for a particular purpose. The COMPANY acknowledges that it has relied on no other warranty or remedy other than those expressly provided for by this Section 5.
6. CONFIDENTIALITY
The COMPANY shall treat at all times as strictly confidential and refrain from disclosing or revealing to anyone under any circumstance (a) IPM know-how, formulas, manufacturing processes, testing results, methods, samples, Products and equipment technical specifications (b) information relating to IPMs business, customers, financial condition or operations, (c) IPMs price lists, (d) IPMs confidential marketing documents, (e) the terms and conditions of these SCS and the Agreement and (f) any other information, whether in a tangible or oral medium, marked or clearly identified by IPM as confidential or proprietary at the time of disclosure (hereinafter, collectively, the Confidential Information). Any Confidential Information held by the COMPANY shall have to be returned to IPM upon request of the latter.
7. ASSIGNMENT
The rights and obligations of the Parties under these SCS and the Agreement are personal and shall not be assigned, delegated, transferred or otherwise disposed of without the previous written consent of the other Party. Notwithstanding the above, IPM shall have the right to freely assign, in whole or in part, these SCS and any Agreement, including its rights and obligations contained therein, to any affiliate, i.e. any person, entity or corporation which, directly or indirectly, controls, is controlled by or is under the control of the person which controls IPM.
8. GOVERNING LAW AND JURISDICTION
8.1 These SCS and the Agreement shall be construed, governed and enforced in all respects in accordance with Italian law, with the exclusion of the 1980 Vienna Convention on contracts for the international sale of goods.
8.2 The Parties hereto agree that any dispute which may arise out of or in connection with these SCS and the Agreement shall be submitted to the exclusive jurisdiction of the Turin (Italy) Courts, save the right of IPM to bring proceeding against the COMPANY in the jurisdiction of the COMPANY.
9. MISCELLANEOUS
9.1 The Agreement shall be validly modified only by an instrument in writing signed by both Parties.
9.2 In no event shall IPM be liable to the COMPANY for any indirect or consequential damages, including, but not limited to, loss of business, loss of opportunity, loss of data or information, loss of revenue or profit, third party losses.
FOR ACCEPTANCE:
The COMPANY
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For the purposes of Articles 1341 and 1342 of the Italian Civil Code, the COMPANY hereby expressly accepts the following Sections of the Agreement: Section 1. (Whereas); Section 3. (Construction); Section 4. (Payments & Delivery); Section 5. (Warranty); Section 7. (Assignment); Section 8. (Governing Law and Jurisdiction); Section 9.2 (Limitation of liability).
FOR ACCEPTANCE:
The COMPANY
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