General terms and conditions of sale
1. CONTRACTUAL NORMS
1.1 These General Conditions, unless specifically agreed to in writing, shall govern all present and future contracts of sale between the parties. Any General Terms and Conditions of the Buyer shall not apply unless expressly accepted in writing and shall in any event be coordinated with these General Terms and Conditions.
1.2 Acceptance of a contract by the Buyer, however made, implies its adherence to these General Terms and Conditions. In the event that Oxley Piattaforme Srl has issued, even after the conclusion of the contract, an order confirmation or sales confirmation, any additional or amending terms of the contract contained in the order confirmation or sales confirmation shall apply, unless the buyer timely objects in writing.
2. CHARACTERISTICS OF PRODUCTS - TECHNICAL DOCUMENTATION
2.1 Any information or data on the characteristics and/or technical specifications of the products and their use, such as weight, dimensions, etc.... and the other data appearing in the catalogs, prospectuses, circulars advertisements, illustrations, price list or other illustrative documents of Oxley Piattaforme Srl, shall be binding, only to the extent that such data have been expressly mentioned in the offer or in the written acceptance of Oxley Piattaforme Srl
2.2 Oxley Piattaforme Srl reserves the right to make any changes, even during the course of supply, that without altering the essential characteristics of the products, may be necessary or appropriate.
3. DELIVERY TERMS
3.1 Any delivery terms agreed upon by the parties, are merely indicative in nature and therefore do not bind Oxley Piattaforme Srl
3.2 In the event of revocation or cancellation of the order by the Buyer, Oxley Piattaforme Srl is entitled to a penalty equal to 20% of the total price of the products (and, in the event that an advance was agreed upon, to retain the full amount thereof), without prejudice in any case to the right to compensation for any greater damages.
4. RETURNS AND SHIPMENTS - COMPLAINTS - RESERVE OF PROPERTY
4.1 Unless otherwise agreed, the delivery of the Products is understood to be ex our Head Office and this is the case even when it is agreed that the shipment or part of it is taken care of by Oxley Piattaforme Srl
4.2 Risks pass to the Buyer upon delivery of the goods to the first carrier, at the Oxley Piattaforme Srl Headquarters
4.3 It is understood that any claims or disputes do not entitle the Buyer to suspend or otherwise delay payments for the disputed products or any other supplies.
4.4 Reserved Domain: Oxley Platforms Srl retains ownership of the products until payment for them has been made in full. Pursuant to and for the purposes of Article 1523 of the Civil Code, products sold with deferred payment remain the property of Oxley Piattaforme Srl until payment of the last installment. Oxley Piattaforme Srl reserves the right, as a precautionary measure and without prejudice to reservations of ownership, to register the contract and have the privilege transcribed at the Court Registry pursuant to art. 2762 of the Civil Code. The costs of registration and transcription shall be borne by the Buyer. Likewise, the Buyer agrees to assist it in taking such measures as may be necessary to protect the property right of Oxley Piattaforme Srl. The reservation of title does not include on the transfer of risk governed by Article 4.2
5. CONDITIONS OF PAYMENT
5.1 Payment shall be made within the agreed terms and currency. In the event of late payment with respect to the agreed date, the Buyer will be obliged to pay Oxley Piattaforme Srl, without the need for the Buyer to be in default, a late payment interest, equal to the "ABI prime rate", plus 3 percentage points, starting from the day on which the payment was due. Any delay in payment of more than 30 days will give Oxley Piattaforme Srl, the right to terminate the contract, with the right to demand the return of the products supplied at the Buyer's care and expense, subject to compensation for damages. Where payment in installments has been provided for, it is understood that the payment of an installment with a delay of more than 30 days will authorize Oxley Piattaforme Srl to demand the balance of the entire remaining price in a lump sum or to demand the return of the products sold retaining as compensation the installments already paid, without prejudice, however, to compensation for greater damages.
5.2 The Buyer shall not be authorized to make any deductions from the agreed price, (e.g. for prepayment or in the event of alleged defects in the products), except by prior written agreement with Oxley Piattaforme Srl
5.3 Payment by bank checks, bills of exchange, drafts or promissory notes shall not constitute valid payment unless they are made to the successful completion of the same and shall in no case constitute novation of the original claim or prejudice to the retention of title agreement.
5.4 If Oxley Piattaforme Srl has reason to fear that the Buyer cannot or will not pay for the Products on the agreed date it may make delivery of the Products conditional on the provision of any payment guarantees (e.g. advance payment, surety bond or bank guarantee). Furthermore, in the event of late payment, Oxley Piattaforme Srl may unilaterally modify the terms of any other deliveries and/or suspend performance until adequate payment guarantees are obtained.
6. WARRANTY, SERVICE AND LIABILITY SYSTEMS ON USED MACHINERY
6.1 The warranty is limited to the machinery only for a period of 6 months from the date of delivery to the first user. The warranty, the charge for which is included in the sale price of the machine, covers only the repair or replacement at the sole discretion of Oxley Piattaforme Srl at its workshops or by personnel authorized by it, of those parts which will be recognized by Oxley Piattaforme Srl as defective in material or workmanship which must be returned to Oxley Piattaforme Srl. Since the burden of the warranty refers exclusively to the replacement of the parts recognized by Oxley Piattaforme srl as defective or to the repair of said parts, any other burden (labor, travel, etc.) necessary to carry out the aforementioned repairs remains the responsibility of the purchaser. The warranty is also void if the purchaser or user fails to settle payments. No responsibility can be attributed to Oxley Piattaforme Srl for the use of the machine, remaining the purchaser, owner or user totally responsible for the correct and appropriate use of the machine, and for the control of its efficiency to every effect with reference to the due prevention of accidents and compliance with the regulations in force on the use of machinery. In case of intervention of Oxley Piattaforme Srl mechanics, for the repair or maintenance of the machine at the customer's premises, the latter has the responsibility to ensure the same the conditions the means of work and adequate controls to prevent damage to persons and property. No responsibility for any of the above may be attributed to Oxley Piattaforme Srl since the customer has the option of making repairs at Oxley Piattaforme Srl workshops under the direction of the latter. Any delays in the supply of spare parts or in the execution of repairs or in case of failure or defective operation of the machines, whatever the cause, extent and duration, shall not constitute a right for the purchaser, owner, user to compensation for damages (including indirect damages for loss of earnings) nor to the extension of the duration of the warranty, nor to the termination of contracts nor to even partial suspension of payments. Spare parts replaced during the repair of the machine at Oxley Piattaforme Srl workshops, if not picked up by the customer when the repaired machine is picked up, may not be claimed thereafter. For spare parts, subject to all of the above, the warranty is limited to a period of three months from the date of delivery.
7. BUYER'S RESPONSIBILITY
7.1 The Buyer undertakes to have the Products used exclusively by trained personnel as well as to comply with any accident prevention regulations that may be applicable, assuming all liability for any damage caused by the Products to its personnel to third parties or to property as a result of inappropriate use of the machines or failure to comply with the maintenance regulations of the same.
8. COMPETENT FORUM
8.1 Any dispute arising out of or in connection with the Contract shall be subject to the exclusive jurisdiction of the Court of Oxley Piattaforme Srl (Cuneo).
