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TERMS AND CONDITIONS

Applicable from 1st January 2025


  1. ANNEXURE 1: TERMS AND CONDITIONS
  2. For the application of these general terms, for any given sale, the term “seller”refers to the IMPERIO RAILING SYSTEMS which provides the buyer with the order confirmation and the invoice for the products ordered or the services requested.All orders, order confirmations, sales contracts, services and, to the extent relevant, all price offers and quotations are subject to these general terms.

  4. CONTENT AND INTERPRETATION OF CONTRACT
  5. No modification, derogation or addition by the buyer to these general terms of the seller can be considered contractually valid without prior express and written acceptance of the seller. Unless the seller has accepted the buyer’s general or particular terms expressly and in writing, those terms are explicitly excluded.Catalogues and / or price lists sent out by any company belonging to IMPERIO RAILING SYSTEMS are exclusively intended to inform, and do not constitute an offer, unless otherwise expressly stipulated in writing by the seller.

  7. FORMATION OF THE CONTRACT
  8. The contract is formed by the acceptance by the seller of the order from the buyer, or as the case may be, the service requested by the buyer, or through the performance of the order or service by the seller.The parties agree that the above acceptance by the seller may be validly communicated to the buyer by electronic means.The order shall include the precise description of the product or products and quantities ordered and the prices of those products. Negotiation of the general terms is only possible before the buyer’s order is accepted by the seller and may result in change to any price earlier provided to the buyer.

  10. QUALITY STANDARDS
  11. All glass shall be manufactured in accordance with the following European Standards: EN12150 (Toughened Glass), EN1863 (Heat-Strengthened Glass), EN1279 (Insulated Glass), EN12543 (Laminated Glass), EN1096 (Coated Glass), and EN14179 (Heat-Soaked Glass). Any glass conforming to the tolerances and specifications prescribed under the above standards shall be deemed acceptable and shall not be liable for replacement.

  13. SPECIAL CHARACTERISTIC: NiS INDUCED SPONTANEOUS BREAKAGES
  14. All tempered glass is susceptible to spontaneous breakage due to Nickel Sulphide (NiS) inclusions. Breakage caused by Nickel Sulphide inclusions is an inherent characteristic of tempered glass and is not attributable to the Seller. Such breakage shall not be considered a defect and shall not qualify for replacement.

  16. SPECIAL CHARACTERISTIC: IRIDESCENCE (ANISOTROPY)
  17. All heat-treated glass exhibits strain patterns that are generally not visible but may become apparent under certain lighting conditions. This phenomenon, known as iridescence or anisotropy, is an inherent characteristic of heat-treated glass and shall not be construed as discoloration, non-uniform tint, or defect. Such strain or quench patterns cannot be eliminated during the heat treatment process and shall not be treated as a defect.

  19. GLASS OPTIMIZATION WASTAGE
  20. Unless otherwise specified, glass optimization wastage shall be charged additionally by Imperio Railing Systems. The applicable wastage shall be communicated at the time of issuance of the Proforma Invoice upon receipt of final sizes.

  22. DRAWING CONFIRMATION FOR SPECIAL PROCESSES
  23. In case of special processes such as fabricated glass with holes, notches, cut-outs, or specific installation requirements, Imperio Railing Systems shall furnish detailed section drawings for approval. Failure to provide timely confirmation of such drawings may result in delivery delays. Where templates are submitted for manufacturing, they shall be digitized and disposed of. Imperio Railing Systems shall not be liable for the return of templates.

  25. MODIFICATIONS IN ORDER AFTER CONFIRMATION
  26. As all products are made-to-order, no changes shall be accepted once the order is confirmed. In the event of modification or cancellation after release to production, all material costs, processing charges, and applicable cancellation penalties up to the date of such modification or cancellation shall be invoiced. The amount invoiced shall be determined solely by the Seller and shall be final and non-negotiable. The rates quoted are based on the entire order quantity and value; any reduction in quantity or value shall render the offer null and void, and a revised Proforma Invoice shall be issued accordingly.

  28. TAXES AND DUTIES
  29. The taxation structure is indicated in the commercial terms; however, the taxes and duties prevailing at the time of invoicing shall be applicable. Any variation shall result in a corresponding adjustment in prices.

  31. PAYMENT TERMS
  32. Payments shall be made strictly in accordance with the schedule specified in the Proforma Invoice.

  34. DELAYED PAYMENT CHARGES
  35. Payments delayed beyond the agreed Payment Terms shall attract interest at the rate of 24% per annum, calculated from the invoice date until the actual date of payment. The Buyer shall remit such interest within thirty (30) days from the date of demand notice issued by the Seller. In the event of non-payment, the Seller reserves the right to suspend or cancel any sale and/or ongoing orders (including confirmed orders) without liability for compensation or damages to the Buyer and without prejudice to its right to claim damages. Failure to make timely payment, even partially, of any invoice shall render all outstanding amounts due to the Seller immediately payable.

  37. RETENTION OF TITLE OWNERSHIP
  38. All products delivered shall remain the exclusive and unalienable property of the Seller until full and unconditional payment of the price and all accessory costs is received. The Seller reserves the right to recover the products at the Buyer’s cost, irrespective of possession, until full payment has been made. From the time of delivery, the Buyer shall ensure that the products remain identifiable until payment is completed. All risks, including loss or deterioration, shall pass to the Buyer upon delivery. The Buyer shall not transfer title to any third party until full and unconditional payment has been made. If the validity of this retention of title clause requires compliance with specific legal formalities or conditions in the Buyer’s jurisdiction, the Buyer shall inform the Seller and ensure such requirements are fulfilled.

  40. DELIVERY TERMS
  41. Unless expressly agreed otherwise in writing by the Seller, the products are sold on a “Delivered at Place (DAP)” basis at the destination named in the order confirmation. Any delivery time specified is indicative only and shall not constitute a contractual obligation unless expressly agreed in writing by the Seller. Failure to meet any indicated delivery time shall not entitle the Buyer to claim any loss or damages unless such failure is due to wilful misconduct or gross negligence on the part of the Seller. Where a delivery time is expressly agreed in writing, such time shall remain subject to Force Majeure, which shall entitle the Seller to suspend deliveries without compensation to the Buyer.
  42. Upon arrival of the products at the place of delivery, the Buyer shall provide adequate unloading facilities at the specified delivery time, of which reasonable prior notice shall be given by the Seller. The Buyer shall promptly unload the products. Any assistance provided by the Seller or its subcontractor in unloading shall be entirely at the Buyer’s risk. Failure by the Buyer to take prompt delivery shall entitle the Seller to recover all resulting costs and expenses and, at its discretion, cancel all or part of the sale or arrange for storage of the products with a third party at the Buyer’s risk and cost.
  43. If the Seller delivers a quantity less than the quantity ordered, the Buyer shall not be entitled to reject the delivered products due to such shortfall. The Seller shall deliver the missing quantity as soon as reasonably possible following written notification from the Buyer.
  44. In case of delivery on an EXW basis, any assistance provided by the Seller or its subcontractor in loading shall be entirely at the Buyer’s risk. Deliveries collected by the Buyer shall not be covered under insurance, and no claims for breakages or transport-related quality issues shall be accepted.

  46. PACKING, FORWARDING AND FREIGHT CHARGES
  47. For destinations within Mumbai and nearby cities such as Navi Mumbai and Thane, packing shall be suitable for local transportation. For destinations beyond a 200-kilometer radius from Mumbai, wooden crate packing shall be provided where deemed appropriate. Charges for wooden packing shall be communicated at the time of issuance of the Proforma Invoice. In the case of courier or cargo services, forwarding charges shall be applicable.

  49. DETENTION CHARGES FOR FREIGHT
  50. If delivery vehicles are not unloaded at site on the same day or within 12 hours of arrival (whichever is earlier), detention charges shall apply at 50% of the delivery amount. The Seller shall inform the Buyer in advance of the expected delivery time to enable necessary labour arrangements for timely unloading.

  52. SELF-PICKUP DELIVERIES
  53. Deliveries collected by the Buyer shall not be covered under insurance. No claims for breakages or transport-related quality defects shall be accepted for such self-pickup deliveries.

  55. APPROVAL AND RECEPTION OF PRODUCTS
  56. Approval and acceptance of the products shall be deemed unconditional unless a written or electronic complaint is submitted to the Seller within 24 hours of delivery and acknowledged by the Seller within five working days from the delivery date. The Buyer shall forfeit the right to claim for any defect upon breach of the applicable inspection and notification provisions under this agreement.

  58. CLAIMS DUE TO BREAKAGES AND REJECTIONS
  59. Any rejection claim arising from quality deviations must be intimated within one (1) day from receipt of the glass. Breakages occurring during transit must be recorded on the Delivery Challan and verified by the driver at the time of delivery, failing which the claim shall not be entertained.

  61. FORCE MAJEURE
  62. Delivery timelines specified in the Commercial Terms shall not apply in the event of Force Majeure, including but not limited to acts of God (such as fires, explosions, earthquakes, drought, tidal waves, or floods); war, invasion, hostilities, mobilization, requisition, or embargo; rebellion, revolution, insurrection, military or usurped power, or civil war; contamination by radioactivity or hazardous nuclear events; riots, strikes, lockouts, or civil disorder not limited solely to the Seller’s employees; and acts or threats of terrorism. During such events, the Seller shall be entitled to suspend performance without liability.

  64. CANCELLATION OF CONTRACT
  65. If the contract is cancelled at any stage for any reason, the Buyer agrees to pay a cancellation charge equal to 10% of the contract price or the actual costs incurred up to the date of cancellation, whichever is higher.

  67. MISCELLANEOUS
  68. The client explicitly waives its own standard terms and conditions, even if these were drawn up after these standard terms and conditions of sale. In order to be valid, any derogation must be expressly agreed to in advance in writing.

  70. JURISDICTION
  71. This contract shall be governed by and construed in accordance with the laws of the Union of India. The courts at Mumbai shall have exclusive jurisdiction.

  73. DISPUTE RESOLUTION
  74. In the event the parties do not agree upon the existence of a defect or any other dispute arising under this contract, the matter shall be referred to a sole arbitrator mutually agreed upon by both parties. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Mumbai, India.