1.Preamble and Scope of Application
1.1. Claind S.r.l., having its registered office at Via Regina 24, 22016 Tremezzina (CO), Italy, tax code and registration number 02894360136 with the Companies Register of Como (hereinafter referred to as ‘Claind’ or the ‘Seller’), is an Italian company specialized in the design, manufacture and marketing of gas generators, as well as in the sale of original spare parts and third-party accessories intended for the configuration of on-site gas generation systems (collectively, the ‘Products’).
1.2.These General Terms and Conditions of Sale (‘General Conditions’) govern all sales of Products made by Claind to professional customers (B2B), whether end users or resellers/installers, and form an integral part of every Claind offer, order, and order confirmation. Any deviation shall be valid only if agreed in writing.
2.Formation of the contract
2.1.The sales contract is deemed concluded when Claind issues a written confirmation of order, which constitutes acceptance of the offer and of these General Conditions. Orders and quotations shall not be binding on Claind until such written confirmation has been issued.
2.2.Claind’s agents or representatives have no authority to bind the Seller unless expressly authorized in writing. Any modification or cancellation of an order must be approved in writing by Claind.
3.Product Features and Technical Specifications
3.1.The characteristics and performance of the Products are exclusively those indicated in Claind’s Offer and referenced in the relevant Order Confirmation. In the event of any discrepancy between documents, the hierarchy shall be as follows: Order Confirmation → Offer → User and Maintenance Manual → Datasheet.
3.2.Catalogues, brochures, price lists, web sheets and other promotional documentation are for information purposes only and shall not be binding unless expressly referenced in the Order Confirmation.
3.3.Product performance (flow rate, purity, pressure, consumption, etc.) refers to nominal conditions and to the supply requirements indicated in Claind’s manuals (including gas/air/water quality, ambient temperature, electrical supply, and ventilation). Failure to comply with these conditions excludes Claind’s liability and warranty regarding the declared performance.
4.Prices, Payment Terms and Retention of Title
4.1.Prices are expressed in Euro (€), unless otherwise stated in writing, and are understood to be Ex Works (EXW – Incoterms 2020) from Claind’s facility in Tremezzina (CO), Italy, with standard packaging included. All taxes, duties, transport, insurance and customs clearance costs shall be borne by the Buyer. Claind’s price lists are indicative only and do not constitute a public offer.
4.2.Unless otherwise agreed in writing, payment shall be made prior to delivery. If payment in whole or in part is required as an advance at the time of order or before delivery, Claind shall not start production or complete shipment of the Products until the full amount due has been credited. Any delay in payment shall not be imputable to Claind nor constitute grounds for termination or damages.
4.3.Claind does not accept any penalties of any kind for delivery delays, unless expressly agreed in writing by both Parties.
4.4.Late payments shall automatically bear default interest pursuant to Italian Legislative Decree No. 231/2002, without the need for prior notice, in addition to compensation for any further damages.
4.5.Ownership of the Products shall remain with Claind until full payment of the price, pursuant to Articles 1523 et seq. of the Italian Civil Code. The Buyer shall not resell, transfer or pledge the Products until full settlement of the price.
5.Advance Payments, Postponements and Cancellations
5.1.In the event of delivery postponement requested by the Buyer or total or partial order cancellation after confirmation, all costs related to material procurement and external processing specifically carried out for the order shall be borne by the Buyer.
5.2.Claind is entitled to retain such amounts from any advance payment received or to claim reimbursement in full if no advance has been paid.
5.3.Any remaining balance of the advance, if applicable, shall be refunded to the Buyer within sixty (60) days from Claind’s written confirmation of cancellation or postponement of acceptance.
5.4.This clause constitutes reimbursement for actual costs incurred and shall not be deemed a penalty under Article 1382 of the Italian Civil Code.
6.Delivery
6.1.Unless otherwise agreed in writing, delivery shall be Ex Works (EXW – Incoterms 2020) from Claind’s facility in Tremezzina (CO), within the indicative timeframe stated in the confirmation of order. Delivery terms are indicative and non-binding.
6.2.The risk of loss or damage passes to the Buyer when the Products are made available to the Buyer or to the carrier designated by the Buyer. Claind may suspend deliveries in case of Buyer’s non-performance, including payment defaults.
6.3.Except in cases of gross negligence or willful misconduct, Claind shall not be liable for any direct or indirect damages, production losses or downtime arising from delayed or non-delivery.
7.Claind Delivery Service
7.1.Upon request, Claind may offer a delivery service managed by specialized third-party logistics providers. In such a case, Claind acts solely as a reseller of the transport service and assumes no direct responsibility for its execution.
7.2.The transfer of title and risk occurs when the Products are delivered to the carrier, even if the shipment is arranged under terms other than EXW.
7.3.Claind shall not be liable for damages, losses or delays attributable to the carrier or to force majeure.
7.4.Any special transport or insurance requests must be communicated in advance. Even if the insurance is arranged by Claind, it is considered made on behalf and at the expense of the Buyer.
8.Claind warranty
8.1.Unless otherwise specified in the order confirmation, Claind S.r.l. warrants:
- the machines and gas generators supplied, for a period of twelve (12) months from commissioning and in any case not exceeding fourteen (14) months from delivery;
- the spare parts, for a period of twelve (12) months from installation and in any case not exceeding fourteen (14) months from delivery;
- the repairs, limited to the replaced parts, for a period of six (6) months after the restoration of the equipment.
8.2.The warranty is limited to the repair or replacement, at Claind’s workshops or at the authorized service center designated by Claind, of materials that, within the period, are found to be defective due to manufacturing faults. The assessment of the existence and nature of such defects shall be made exclusively by Claind’s technicians. The Product or defective part must be sent, at the Customer’s cost and risk, to the workshop or service center indicated by Claind. In such cases, no indemnity or compensation may be claimed by the Customer for plant downtime, loss of production, or inability to use the Product.
8.3.The warranty shall not apply to:
– parts subject to normal wear or deterioration by their nature or through operating conditions, including parts requiring periodic replacement;
– damage caused by improper use, incorrect installation or maintenance, or negligence by the Customer;
– repairs, modifications or disassembly carried out, even partially, outside Claind’s workshops or without authorization;
– repairs performed by unauthorized third parties during the warranty period
8.4.The warranty is valid only if the Customer is up to date with all payments due to Claind. No reimbursement or compensation shall be due for repairs or interventions performed by the Customer or third parties without Claind’s prior written authorization
8.5.This warranty does not affect or replace the rights provided by law to the Customer as a professional purchaser but rather integrates them for the purpose of improved contractual protection. The warranty does not cover indirect damage, production losses, downtime, or other economic prejudice.
9.Warranty for Accessories and Third-Party Products
For accessories or components not manufactured by Claind but sold with or separately from the Product, the warranty terms of the respective manufacturer shall apply. Claind shall not be liable for defects or malfunctions of such components, nor for resulting downtime or losses.
10. Plants – Limitation of Supply and Liability
10.1.Claind gas generators may form part of more complex systems including, among others, piping, compressors, filters, dryers, accumulators, and measuring systems. Claind’s supply is limited exclusively to the equipment and any accessories expressly stated in the offer, compliant with applicable product standards indicated in the declaration of conformity.
10.2.If provided, Claind may perform installation and commissioning up to the connection points prepared by the Customer, but assumes no responsibility for the design, construction, testing or operation of the entire plant.
10.3.The Customer shall be solely responsible for the design and commissioning of the entire system and shall ensure that such activities are performed by qualified personnel in conformity with the relevant regulations and industry best practices applicable in the country of installation.
10.4.Claind bears no liability for the overall functioning of the plant, which remains under the exclusive responsibility of the Customer or reseller.
11. Remote Monitoring Service – Claind4You
11.1.Some Claind Products may include a remote monitoring system and a data collection and analysis service called Claind4You. The system allows real-time monitoring of specific operating parameters to improve management, maintenance, and after-sales efficiency.
11.2.Data collected through the Claind4You service are processed by Claind S.r.l. and, if necessary, by its authorized distributors, service centers or contractual partners, solely for technical diagnostics, predictive maintenance, performance analysis and customer service improvement.
11.3.Claind implements appropriate technical and organizational measures to protect collected data from unauthorized access or misuse, in accordance with Regulation (EU) 2016/679 (GDPR) and applicable national law.
11.4.Claind4You service is provided “as it is”, without any express or implied warranties, including, but not limited to, guarantees of uninterrupted availability, error-free operation, data integrity or suitability for a particular purpose. The use of the service is under the sole responsibility of the Buyer.
11.5.Claind reserves the right to modify, update, enhance or suspend the Claind4You service, at any time and at its discretion, including the right to temporarily or permanently discontinue its provision for technical, maintenance or organizational reasons, without liability or compensation.
11.6.Claind does not guarantee that the Claind4You service will always be 100% active and available and shall not be liable for any downtime, communication interruptions, data transmission delays or connection errors due to technical or network factors beyond its control.
12. Limitation of Liability
Under no circumstances shall Claind be held liable for indirect or consequential damages, loss of profit, business interruption, production downtime or lost earnings. Claind’s total liability, for any reason whatsoever, shall never exceed the contract value of the Products giving rise to the claim.
13. Force Majeure, Termination and Jurisdiction
13.1.Claind shall not be liable for non-performance caused by force majeure or events beyond its reasonable control (including strikes, fires, wars, natural disasters or supply disruptions).
13.2.If such events continue for more than sixty (60) days, either Party may terminate the contract by written notice without compensation.
13.3.Claind may terminate the contract with immediate effect in the event of Buyer’s default or insolvency, retaining any sums already received as a penalty, without prejudice to further damages.
13.4.These General Conditions are governed by Italian law, expressly accepted by the Parties, with exclusive jurisdiction of the Court of Como (Italy).
14. Data Protection and Severability
14.1.Personal data shall be processed in compliance with the EU Regulation 2016/679 (GDPR) and applicable to national legislation. The full privacy notice is available at www.claindgroup.com/privacy-policy
14.2.If any clause of these General Conditions is held invalid or unenforceable, the remaining provisions shall remain valid and binding.
