The following terms of sale, accessible online at the website www.nuovaoxidal.com, pertain and apply to all relationships between Nuova Oxidal Srl and the Customer, unless by explicit and written exception agreed upon and authorized by Oxidal.
n case of contradiction between the conditions and terms hereby following and those specifically agreed for an individual purchase, the latter will prevail.
Oxidal shall not be bound to general terms of purchase of a Customer, not even if mentioned or included in orders or in any other document by the Customer, without Oxidal’s prior and written consent. Such conditions of purchase by che Customer shall not be binding for Oxidal, not even by tacit consent, in the execution and conclusion of the contract.

All orders shall be issued by letter, fax or e-mail.
Oxidal Srl reserves the right to accept orders by phone or verbal agreement.
Orders are irrevocable by the Customer but not binding for Oxidal, unless accepted in writing by the latter through its legal representative.

Oxidal offers do not correspond to a Conctract proposal as per art. 1326 Cod. Civil Code, and thus shall not in any way be considered as binding for Oxidal. They are exclusively understood as indications of the Company’s availability to supply products at the prices set at the time the offer is circulated, and may therefore undergo changes.

Sales are perfected and the contract concluded at the time of the Customer’s receipt of confirmation and written order acceptance by Oxidal, sent along with the following General Terms of Sale and which the Customer will suitably sign and send back, thereby perfectioning the Contract, or, lacking a written consent on the part of Oxidal or the Customer, at the moment products and goods are delivered to the latter.

Any information or data on features and/or technical specifications on Products included in catalogues, price lists or similar documents are binding only to the extent they have been explicitly confirmed in writing by Oxidal

For goods based on designs/blueprints by the Customer, features will depend on such designs/blueprints and/or on samples provided or accepted by the Customer. Lacking a prior written statement to the contrary, the Customer, in ordering the goods, confirms under his/her own responsibility that the order pertains to goods not protected by patents or other manufacturing or distribution rights exclusively held by a third party.

1. a) Unless otherwise specifically agreed, goods are understood to be delivered always at Oxidal’s site, and shipment expenses are always borne by the Customer.
2. b) Complaints or disagreements on Products included in the Purchase do not give the Customer the right to suspend, or in any way delay, payments.

Any risk undergone by Products during shipment is understood as being a responsibilty of the Customer, also for sales delivered free of charge to destination. of the Customer, also for sales delivered free of charge to destination. Lacking a specific and timely different request by the Customer, the means of shipment will always be chosen by Oxidal, with no responsibility.

Any shipment by the Customer of goods under complaint, to be replaced by prior authorization, shall be carried out free port at Oxidal’s plant. In any other case, the seller reserves the right to reject receipt, and shall not be held in any way responsible

6. Terms of delivery Terms of delivery forseen by Oxidal are purely as indications and not essential. Therefore, Oxidal shall not be held responsible for damages or sanctioned in any way for delays in delivery. Oxidal reserves the right to make partial deliveries with consequent issue of invoice to be paid within the terms agreed upon at order confirmation. The delivery of a lesser quantity of goods as compared to quantities agreed does not relieve the Customer from responsibilities pertaining to the receipt, and from the payment of goods delivered.

Terms of deliveries are measured in working days, and suitably delayed in the case of events beyond the seller’s control, such as strikes, union demonstrations, shut-downs, fires, floods, faults in raw materials or manufacturing processes, delays in deliveries by suppliers, blackouts or other uncontrollable events.

Unless explicit and written statement to the contrary, a delay in delivery shall not give the Customer the right to expect a termination of Contract.

In the case of outstanding debts, also pertaining to previous orders, Oxidal reserves the right to suspend the execution of Contract until such payments are made and suitable guarantees are provided for upcoming instalments.

Oxidal shall be informed in writing of any dicrepancy of Products delivered to Customer with types and quantities specified in the order, within eight days from date of delivery. In case such written communication are not delivered within the above mentioned timeframe, delivered Products shall be understood as corresponding to those ordered by the Customer.

1. a)Any return of goods shall require a prior written authorization by Oxidal.
2. b) Returned goods shall be accepted only when accompanied by Authorization to Return Goods number Authorization to Return Goods number (AGR no.). All returned products must be in their original packages, as well as packaged in such a way as to avoid any damages, of which the Customer shall be held as sole responsible. All returned products shall be delivered by a carrier of Oxidal’s choice, according to methods specified on AGR. If goods are being returned due to presumed faults, such presumed faults shall be described in detail and this description shall be included in the packaging with the returned goods. Goods returned unnecessarily shall once again be shipped to Customer, with expenses covered by the latter.
   
   
3. c)No return, even when authorized, shall be accepted unless the document accompanying returned goods (ARG) includes the following information:
   c1) n. number of Authorization to Return Goods, communicated by Oxidal to the Customer;
   c2) n. number of delivery invoice;
   (c3) quantity and type of goods returned;
   c4) reason for return;
   (c5) request for replacement or repair.

1. d) No goods shall be accepted in case they have been ruined, manipulated or damaged, retrieved from previously assembled circuits, or unsuitably used.
2. e) Products found to be corresponding to standard specifications and/or to conditions agreed upon shall be shipped back to Customer, with expenses covered by the latter.

The price of sale, unless otherwise specified, corresponds to Oxidal’s price list valid at the date when contract is perfected. In case products are not received by the customer at the time of their manufacturing and delivery, or in case manufacturing and delivery have been made impossible by events beyond Oxidal’s control, the price, unless otherwise specified in the order, shall undergo the same variations as Oxidal’s price list and labor occurring from the time of product preparation to the time of its receipt by the purchaser or receipt of delivery.

Prices are calculated ex fabrica, VAT and discounts not included. Such prices do not include expenses for packaging, shipment and transportation from Oxidal to the Customer. These expenses shall be covered separately by the Customer.

Taxes, fees, expenses pertaining to the issue of bank bills or settlement of contract shall be covered by the Customer

Oxidal reserves the right to change in independent fashion, with not prior warning and with immediate effect, prices indicated on its prices list whenever such adjustment is due to events beyond Oxidal’s control (exclusively by way of example: an increase in the cost of raw materials, in the cost of labor, or variations in exchange rates) in all other events, the Customer shall be informed of changes, which shall be understood as valid for all Orders received by Oxidal as per the thirtieth day following the date when the Customer was informed of changes.

Unless otherwise agreed by parties, Oxidal will decide whether to issue invoices when accepting the order or at Product delivery. Payments will be made in euros and within 30 days from the last day of the month when the invoice was issued, in cash and at Oxidal’s site.

Oxidal reserves the right to issue bank receipts and/or bank drafts with delayed expiry which are not exempt from point 3 of art. 1182 of Civil Code. The Company also reserves the right to accept promissory notes and checks. In no case this will represent a novation of the original credit, nor will it compromise any agreement of reserved property, nor cause changes to jurisdiction in case of arbitration.

The obligation, specified on invoice, of payment expected of the Customer shall be carried out according to terms and methods stated by the invoice, regardless of whatever event taking place within the timeframe of guarantee or of the need of testing

Delays in payment will accrue interests on arrears in favour of Oxidal, in compliance with rates indicated by articles 4 and 5 of Legislative Decree 231/2002.

Customers issueing their first order to Oxidal shall make the payment in cash at the receipt of goods

Any disagreement pertaining to the invoice shall be immediately communicated by registered mail to Oxidal within 8 days from the receipt of the invoice, otherwise they shall not be taken into account and invoices will be understood as accepted with no reserve.

No discounts are allowed unless authorized by Oxidal.

Customers are not allowed to reduce agreed upon prices in any way (for instance in the case of advance payment or of presumed faulty goods) unless in case of prior and written agreement with Oxidal. If Oxidal were to suspect that the Customer is unable or unwilling to pay Products within the agreed upon timeframe, Oxidal may delay the delivery of products until a suitable guarantee of payment is received.

Oxidal has the right to suspend the carrying out of obligations pertaining to Contract for Product Sale, in compliance with art. 1461 Cod. Civil Code, in the event that the Customer’s financial situation were to seriously jeopardize the carrying out of its counter-obligation,unless suitable guarantees are received.

n case the Customer does not satisfy or delays partial payment for a delivery, or does not carry out the payment of two instalments, even if not consecutive, pertaining to the agreed upon payment in timely fashion with due dates, the benefit of instalments for Customer will be terminated, and Oxidal will have the right, demanding in writing the payment of expired instalments, to declare the Customer devoid of instalment benefits, and thereafter to act in demand of immediate payment of all instalments whether expired or not, even if pertaining to other invoices and different manufacturing. In case of delay in payment, the Customer will owe Oxidal, as of the date when payments are due, all interests stated in Legislative Decree 231/2002, artt. 4 e 5.

In case of serious non compliance, or in the event of banckrupcy or filing of bankruptcy petition or temporary receivership, notice of protest, seizure, forced sale and/or foreclosure and generally compulsory acts visited upon the customer, or whatever other circumstance indicating Customer’s insolvency, Oxidal reserves the right to immediately terminate the Contract and inform of the termination of instalment benefits as per art. 1186 C.C., also requesting immediate payment in cash of all invoices whether expired or expiring via registered mail; it will also have the right – once stated the termination of exclusive obligations – to dispose as it deems fit of any matrix or prototype and/or designs and blueprints of the Customer

Oxidal may decide to suspend the execution of contract in compliance with the above mentioned Legislative Decree 1186 C.C., and to demand specific guarantees, or to terminate the contract due to non compliance on the part of the Customer, as per art. 1456 Cod. via communication by registered mail, fax or telegram.

Oxidal may also keep instalments already paid as damage compensation, which does not compromise its right to further demands in case of higher damages.

The undersigning Customer accepts automatically, as per art. 1264 Cod. Oxidal’s right to transfer the credit it is owed by customer to third parties, with no obligation to whatever further communication other than stating by registered mail that the transfer has gone into effect.

For no reason nor in any event the Customer is authorized to promote legal action against Oxidal before satisfying all payment obligations stated by contract

The purchaser accepts as of now to renounce any demand of damages or expenses caused by an unsuitable use of goods, or occurring within the timeframe necessary for replacement, if authorized, of the same, or for replacements itself.

The cancellation of orders or decrease in quantities cannot be decided by Customer without prior written authorization by Oxidal. Replanning must be agreed upon in writing with Oxidal, and the latter reserves the right to accept it or not, as it seems fit.

Oxidal guarantees that products and goods sold are free of defects and faults in material and manufacturing, for a time of one year from the date of their delivery to the Customer, and may release to the Customer the exact same guarantee Oxidal has received by original manufacturers. The guarantee is not valid for Products whose faults are due to (i) damages caused during transportation; (ii) negligent or unsuitable use; (iii) non compliance with instructions by Oxidal pertaining to the functioning, maintenance and preservation of Products; (iv) repairs or changes carried out by Customer or third parties without prior written authorization by Oxidal.

The Customer must inform Oxidal in writing of any defect or faults within 8 days from delivery of Products in the case of manifest defects or faults, or within 8 days from discovery, in case of hidden defects or faults or defects that may go unnoticed to average diligence.

Products subject to complaint must be immediately delivered to Oxidal plant, or wherever else Oxidal demands they are sent, with costs and expenses covered by Customer unless otherwise agreed by both parties, in order to allow Oxidal to carry out necessary controls and testing. The guarantee does not cover damages and/or defects of Products consequent to anomalies caused by, or connected to, parts assembled/added directly by Customer and end user. The guarantee does not cover damages and/or defects of Products consequent to anomalies caused by, or connected to, parts assembled/added directly by Customer and end user.

In any case, the Customer cannot demand the rights deriving from the guarantee unless the price of products has been paid in compliance to conditions and within terms agreed upon, also in the case when non compliance with payments according to conditions and terms agreed upon pertains to other products than those on which the Customer intends to demand the rights of guarantee.

Oxidal reserves as of now the right to return to the Customer payments made pertaining to sale price of Products, or otherwise may choose to repair and/or replace, as it sees fit and to its expense, those products that Oxidal deems to be faulty, within the above mentioned timeframe of guarantee. Shipment expenses will be covered by the Customer. As per this article, Oxidal is under no obligation to provide assistance in repairing damages caused by an unsuitable employment of goods or by their attachment to unsuitable equipment. Oxidal acknowledges no responsibility for damages derived and/or connected to unforseeable circumstances or events beyond its will.

In case of repairs, to be carried out after evaluation by Oxidal and upon its decision, or within the timeframe of guarantee, repaired products must be returned free of charge to Oxidal’s site.

Oxidal is not responsible, unless in the case of serious negligence, for the non execution of Contract and/or for delays in satifying its obligations as indicated in these General Terms and Conditions, and the Customer will not have the right to demand resolution and/or payment of damages, in the case of the following:

(a) causes that cannot be reasonably attributed to Oxidal

(b) need to comply with laws, guidelines, orders, acts or requests with rights of priority by any government authority, whether civil or military, or bodies and organizations deriving thereof;

(c) acts or omissions on behalf of the Customer and/or caused by uncontrollable events, such as, exclusively by way of example, fires, floods, adverse weather, strikes or similar demonstrations, shut-downs, closings or changes at the plant, embargos, wars, riots, delays or lack of transportation, lack of labor or raw materials from Oxidal’s suppliers, or other such events.

Both parties agree not to use and not to reveal, distribute and/or circulate directly or indirectly to third parties, through a third party, body or company, by any means and in any way, news and/or information both objectively and subjectively deemed to be confidential that may have come to their knowledge in the event and/or while satisfying the requirements of the contract, and at all times during the present or past relationship between the parties.

In compliance with and as pertains to the legislative decree of June 30th 2003, no. 196 of Code with reference to the protection of personal data (hereby referred to as “Code”), this article informs all concerned that personal data gathered will undergo electronic processing for: all requirements of Contract and in compliance with the law; for the gathering of pre-contract information, including economic/financial assessment; verification of means of payment for agreed upon contracts; delivery of commercial and promotional communications. he communication of data is optional, its denial carries no consequences. Agreement is not requested.

Data processing is owned by Nuova Oxidal srl, headquartered in Corbetta (Milan), via Milano no 42 /44. Responsible for processing is Ms Baroni Elisa, with domicile at Oxidal’s headquarters.

By explicit contract disposition, the Rights on Intellectual Property pertaining to the Product sold, i.e. technical designs and project of the same, are an exclusive property of Oxidal. Rights of intellectual property also cover all rights of industrial property, models, employment models, brands, knowhow, technical specifications, data, whether such rights have been registered or not, as well as whatever application or registration pertaining to such rights and any further right or form of similar protection or having equivalent effect. Their communication and use within these General Terms of Sale does not transfer any right or demand thereof to the Customer; no part whatsoever thereof may be construed as tacit acknowledgment of any right or license of use pertaining to any design or project, or to any other intellectual property and/or as authorization to its use for purposes not explicitly agreed upon and authorized.

The Customer is held to the commitment not to act in any way incompatible with the ownership of Rights on Intellectual Property. The Customer accepts that: (i) Oxidal is the sole owner of brands; (ii) the customer will not use nor register brands similar and/or allowing latitude for confusion with the former; (iii) the customer will use brands exclusively in compliance with instructions by Oxidal, and exclusively for the purposes stated in the Conditions of Sale.

Any direct communication between the parties as pertaining to these General Term of Sale, i.e. complaints and/or communications of any nature, shall be delivered in writing (by hand, email, telefax or express delivery) to the legal site of Oxidal.

For the purposes of the order and consequent contract, the Customer will state as domicile its legal site.

The contract is regulated by the Italian law

Any controversy arising between the parties as pertaining to the agreement, application, execution, interpretation, breach or validity of Contract, also in terms of drafts and /or bank receipts and payments, will be exclusively regulated by the Judiciary Authority of the Milan Court.

Except for the above mentioned provision, Oxidal reserves the right, in the case it were to promote a legal action, to promote such action at the place of domicile of the Customer, whether in Italy or abroad.

Any derogation and /or integration to the text of the above General Terms of Sale will not be valid nor have any effect whatsoever unless stated in writing and expressively approved and undersigned by both parties. The voidness of one or several clauses included in the above General Terms of Sale does not compromise in any way their overall validity.