GENERAL TERMS AND CONDITIONS OF SALE

1.SUBJECT MATTER

These General Terms and Conditions of Sale define the terms and conditions applicable to all commercial relationships between Ikaros S.r.l. and the purchaser, both in Italy and abroad. They prevail over any purchase conditions of the customer and are deemed fully accepted upon the customer’s submission of an order.

1.a Any modifications or special conditions relating to individual supplies must be expressly agreed in writing between the parties and shall prevail over these General Terms and Conditions of Sale.

2.FORMATION OF THE CONTRACT

2.a Offer validity: Prices remain valid only for orders received within the time limits specified in the specific offer. Beyond such terms, orders may only be fulfilled subject to prior agreement and possible revision of the offer.

2.b Purchase orders and order confirmation: Orders received are subject to approval by Ikaros S.r.l., which will occur through the sending of an order confirmation to the customer by fax or e-mail.

2.c Order cancellation: Unless otherwise regulated under Article 1.a, cancellation of the order by the customer may occur only by mutual agreement and upon acknowledgment by the customer of Ikaros S.r.l.’s right to reimbursement of expenses already incurred, without prejudice to compensation for further damages.

3.PRODUCTS

3.a Documentation: Ikaros S.r.l. undertakes to provide the documentation specified in the special conditions indicated in the offer. The delivery of any additional documents or certificates must be previously agreed upon between the parties.

3.b Technical product information: Technical information relating to products marketed by Ikaros S.r.l. is based solely on data provided by the respective manufacturers and may be changed without prior notice, according to what is communicated by the manufacturers themselves, and in any case in full compliance with applicable safety laws.

4.PRICES

Unless otherwise specified, prices are expressed net of taxes, duties, transport costs, and, in general, all expenses and commissions not explicitly stated in the order confirmation — such as special packaging, product labeling, permits, customs declarations, and registrations.

5.DELIVERY, TERMS AND TRANSPORT

5.a Delivery terms: The delivery time indicated in the order confirmation is purely indicative. If expressed in days, public holidays are excluded.

Ikaros S.r.l. will make every reasonable effort to deliver products within the agreed terms; however, except in cases of willful misconduct or gross negligence, Ikaros S.r.l. shall not be liable for damages directly or indirectly caused by delayed delivery.

If the customer requests modifications accepted by Ikaros S.r.l., the delivery time may be extended due to the additional work required, as agreed upon by the parties.

5.b Delivery conditions: Unless otherwise specified, goods are delivered ex-works Ikaros S.r.l. warehouse and travel at the buyer’s risk. Ikaros S.r.l. will notify the customer of goods ready for shipment by fax or e-mail.
Ten (10) days after such notification, storage costs as outlined in Section 6 shall apply.

5.c Transport: The party organizing transport (whether the customer or Ikaros S.r.l., as agreed between them) assumes all transport risks and the responsibility for ensuring that the means used comply with legal requirements.

In the case of ex-works delivery, the customer or the carrier appointed by the customer must check, before collection, the integrity and number of packages received.

Unloading is at the customer’s expense, who must use appropriate mechanical means. Upon delivery, immediately after unloading and in the presence of the carrier, the customer must verify the integrity and quantity of the packages. In the event of any irregularities, the customer must sign the transport document “subject to inspection,” specifying the reason (e.g., damaged or missing package), and file a claim with the carrier. Failure to do so precludes any claim for damages or defects in the goods.

6.PAYMENT

6.a Payment terms: Payments must be made according to the due dates and methods established in the order confirmation.

For advance or ready-for-shipment wire transfers, the customer undertakes to make the transfer within 15 days from receipt of the pro forma invoice or from the “goods ready” notification and to provide proof of payment stamped by the bank. Otherwise, delivery will be suspended and new terms must be agreed upon.

In the event of delayed payment beyond the agreed terms, late payment interest as per Legislative Decree 231/02 will apply; Ikaros S.r.l. may suspend or cancel pending supplies and take appropriate actions to collect the debt.

In the case of installment payments, failure to pay even a single installment within the agreed terms will entitle the seller to declare the buyer’s forfeiture of the benefit of the term (pursuant to Article 1186 of the Italian Civil Code).

The obligation to pay in full remains even if the buyer refuses to receive the goods or fails to collect them at the Ikaros S.r.l. warehouse within the agreed terms. In such a case, storage and preservation costs of €3 per pallet per day will apply, without prejudice to further damages.

6.b Retention of title: Ownership of the goods remains with Ikaros S.r.l. until full payment has been received.

7.WARRANTY

Ikaros S.r.l. transfers to the customer all product warranties received from the manufacturer. The warranty applies only in cases of manufacturing or assembly defects attributable to Ikaros S.r.l. or its suppliers. The warranty becomes void in the following cases: damage caused during transport organized by the customer; negligent or improper use; failure to comply with instructions regarding operation, maintenance, and storage; repairs or modifications made by the customer or third parties without prior written authorization from Ikaros S.r.l.; or use of products with evident defects.

In the event of confirmed manufacturing or assembly defects, Ikaros S.r.l. will, at its discretion, repair or replace the defective product or parts thereof, in the most suitable and functional manner, in agreement with the customer’s needs.

In any case, Ikaros S.r.l. shall not be liable for indirect or consequential damages of any kind, including but not limited to losses due to customer downtime or lost profits.

8.RETURNS AND CLAIMS

Claims regarding the integrity and quantity of packages will be accepted only if Ikaros S.r.l. organized the transport and if the conditions in Section 5 are met.

Claims regarding product characteristics must be submitted in writing to Ikaros S.r.l. within eight (8) days of receipt of the goods, if visible, or from the discovery of the defect, if latent.

Disputed products must be made available for inspection for a reasonable period.

The return of goods must be previously authorized by Ikaros S.r.l., which will arrange collection at its own expense.

9.CUSTOMERS LIABILITY

For containers, whether owned by the customer or third parties, entrusted to Ikaros S.r.l. for filling, the customer is responsible for ensuring compliance with legal and safety regulations and for guaranteeing the absence of hazardous substances or substances that may become hazardous upon contact with the filling gas.
Ikaros S.r.l. may refuse to fill containers owned by the customer or third parties if there are reasonable doubts about their suitability.

10.CONFIDENTIALITY AND DATA PROTECTION

The processing of personal data will be carried out lawfully and fairly, in full compliance with the customer’s rights and privacy. Personal data will be processed by Ikaros S.r.l. in accordance with applicable laws (Legislative Decree 196/03 and subsequent amendments) solely for commercial, administrative, and promotional purposes related to Ikaros S.r.l.’s business activities. Such data may be accessed by employees and collaborators but will not be disclosed to unrelated third parties.

By accepting these General Terms and Conditions of Sale, the customer confirms having read the privacy policy available on the company’s website (see www.ikaros.it).

11.GOVERNING LAW AND JURISDICTION

This contract is subject exclusively to Italian jurisdiction and governed by Italian law.
In case of any dispute, the Court of Rimini shall have exclusive and mandatory jurisdiction.