General Sales Conditions

General Sales Conditions

These General Sales Conditions (as follows GSC) are an inseparable part of any purchase order signed between the specific customer and Sole Proprietorship company O.S.I. S.r.l., with registered offices in Isola del Liri (FR), Frosinone Province, Italy, via Borgonuovo n. 44, Certified Email Address, Tax Code nr. 01710690601 and V.A.T. registration nr. 01904640602, in person of its legal representative pro tempore (hereinafter “OSI”), and the Customer. Any specific provision duly signed in express form in derogation of these GSC cancels and replaces merely and only the corresponding clause referred to in these GSC. By the means of these GSC “Customer” in particular means the signing party of the relevant purchase (in particular “Purchase Order”), including but not limited to any natural person, entity or organisation of any other type of nature, a company, its owners, managers, employees, consultants, agents, representatives and third parties however connected; where “Parties” generally means OSI and Customer/s and/or signing party/parties in the specific Purchase Order; where “Contract” means the entire agreement duly signed by both Parties, consisting of Purchase Order and these GSC. The present GSC are published on the official website of OSI and are mentioned/sited in each specific Purchase Order.

Article 1 – Preamble

The Preamble to these GSC is an integral part of it, and consequently of the contract subscribed through the specific Purchase Order. The services will be carried out according to the rules established and specified in the Purchase Order, as well as pursuant to the present GSC. Any modifications to the present GSC will be considered valid only if specifically expressed in written and duly signed by both Parties to the specific agreement reached upon in the specific Purchase Order.

Article 2 – Object

The object of the Contract consists of what has been specified and agreed upon in the Purchase Order.

Article 3 – Acceptance of the Purchase Order

In order to duly agree upon the specific Contract, the Customer shall confirm the Purchase Order to OSI duly signed in each of its parts. Sealing is not due in case of subscriptions of contracts by natural persons. With the act of the signing of the Purchase Order the Customer shall respect and fully comply with the entire agreement including these GSC, except in cases as provided in Art. 1 of the present GSC, i.e. in case of any modifications of the general conditions.

The Customer is aware that the right of signing the Purchase Order is reserved to the person(s) with the necessary and sufficient legal rights to enforce and represent the Customer. Save all obligations of contractual good will, the Customer shall exempt OSI from researching about the effective powers of the specific signee to represent and bind the Customer. Consequently, the Customer shall comply with all obligations undertaken even there where the specific Purchase Order has been signed by a person not having the relevant powers at the moment of the signing.

The following GSC shall be applied as well in all cases such as in conclusions of agreements in a manner other than the use of purchase orders. No exception is made in those cases in which the agreement has been reached through conclusive facts.

All those cases falling under art. 1327 of the Italian Civil Code shall be referred to all provisions thereunder.

Article 4 – Modifications to Purchase Orders

Any modifications subsequent to the signing of the specific Purchase Order involving a change in the agreed conditions – such as, including but not limited to, price, delivery date, referenced documents et alia – will be considered valid only if specifically signed by the Parties of the contract.

Article 5 – Certifications. Deferral

OSI shall respect and fully comply with the requirements and conditions imposed by the laws and regulations of all certification bodies, where applicable, whose relevant certificates are shown on all communication media and paper letterhead of OSI.

For complete information on the relevant regulations, please refer to the institutional channels of these specific individual certification bodies.

Article 6 – Use of ACCREDIA® trademark

The use of ACCREDIA® trademark is granted by ACCREDIA Association pursuant to the terms and conditions under applicable ACCREDIA regulations. OSI hereby declares to fulfil all requirements and conditions established by all ACCREDIA regulations, and of being accredited as a Lab under all such regulations, for all those tests and services as published – and subject to periodic updating – on the official website

Article 7 – Access to areas and facilities

The Customer undertakes to allow OSI employees, consultants and appointees to access all areas and facilities as necessary for the execution of the Contract.

Consequently, the Customer undertakes to respect and implement all legal provisions regarding the safety and healthiness of areas, as well as work safety. Likewise, the Customer undertakes to indemnify OSI from any liability deriving from any violations of the applicable legal and regulatory provisions. The Customer also undertakes to indemnify and hold OSI harmless for any injury that employees and consultants of OSI, as well as employees and consultants of the Customer, and all third parties, shall suffer in the areas owned by, or of competence of, the Customer, and/or however occurred due to the execution of the Contract.

The Customer undertakes, in general, to adopt all the necessary precautions in order to avoid any personal damage to employees, representatives and consultants of OSI, and to third parties, as well as any damages to OSI, including the damage to property and the damage to the image and reputation of OSI. The Customer undertakes to indemnify and hold OSI harmless with respect to any claims and/or actions brought against OSI due to the fact of the Customer or for reasons of force majeure during or due to the execution of the Contract. The Customer undertakes to provide, upon request of OSI, documents and certificates relating to the insurances made necessary by the rules and customs, issued for this purpose by the own insurer, which certify that the coverage is in place and that any related indemnities and compensations will be paid exclusively in favour of OSI.

The Customer undertakes to implement, under its own exclusive responsibility, all the provisions and conditions aimed at avoiding accidents in compliance with the applicable laws and regulations, providing for such implementations on its own initiative. Likewise, the Customer undertakes to examine, before using them, all materials, machines and equipment that may be made available to OSI, including those relating to temporary works and accident prevention measures in general. If the Customer has not raised any objection in writing in this regard, any responsibilities regarding the suitability of the machines, equipment and the quality of materials, as well as regarding the methods of formation of the works and preparations referred to above will be understood to be of exclusive responsibility and liability of the Customer; the Customer, consequently, renounces to ask or to claim anything in this regard against OSI. The Customer shall to take note of all specific risks existing in the work environment in which the personnel (lato sensu) of OSI shall perform their activities for the execution of the Contract, pursuant to and for the purposes of all applicable laws and regulations and, among other things, of Italian D.P.R. 27/04/1955, Law no. 186 01/03/68, Law no. 46 03.05.90, Law 07/01/1965 n. 164, Legislative Decree no. 626/94, the Legislative Decree 277 08.15.91, Legislative Decree no. 494/96, and Legislative Decree no. 81/2008, as well as any other applicable legal or regulatory provisions.

Article 8 – Non-solicitation

The Customer expressively agrees to non-solicitation clauses towards OSI. The Customer, in particular, undertakes to refrain from carrying out, directly or indirectly, activities aimed at soliciting, inducing, entering into any agreements or attempting to influence any employees, consultants or other individuals anyhow connected with OSI.

Article 9 – Materials owned by OSI

Unless otherwise agreed in writing, all tools, equipment or materials, of any kind, supplied or made available by OSI for the performance of the Contract, including substitute, complementary or accessory materials, will remain the exclusive property of OSI. Such material, if possible in each individual element, will be clearly marked or in any case suitably identified by the Customer as Property of OSI. All aforementioned materials will be stored or placed by the Customer in conditions of absolute safety for the integrity of any such materials and for the health of people, distinct and separate from the Customer’s property.

All materials owned by OSI, for the period in which it will be in the custody or control of the Customer, will be held by the latter at its own risk, and insured by the Customer at its own expense for an amount equivalent to its value where requested by OSI.

All materials owned by OSI must be returned to OSI by the Customer upon request. The Customer undertakes to return all materials to OSI in the same conditions in which it had originally received it, except for normal wear and tear, without requiring the disbursement of expenses for OSI.

Article 10 – Payment conditions

Unless otherwise agreed in the specific Purchase Order signed by the Customer, all amounts due in favour of OSI arising from the conclusion of each specific Contract are due in the following terms

  1. 50% upon signing the specific Purchase Order;
  2. 50% upon completion of the works subject of the specific Contract.

Payment of any expenses follows the terms indicated above, unless otherwise provided for in the Purchase Order. In the event that OSI should face unforeseen and/or non-predictable expenses at the time of signing the specific Purchase Order by the Customer, as made necessary by legal provisions or by convenience, the same must be reimbursed to OSI immediately upon presentation by OSI to the Customer of the proof of any such payments.

Article 11 – Invoicing

            Invoicing is carried out by OSI pursuant to legal and regulatory provisions applicable at the moment of signing of the specific Contract.

Article 12 – Confidentiality

            All technical information, as well as all information concerning intellectual and/or industrial

property rights that are not public, received by the other Party or otherwise known by any of the Parties due to the carrying out of the Contract are confidential information. Use of any such confidential information is strictly limited to the needs of the execution of the Contract.

Article 13 – PrivacyDisclaimer pursuant to Italian D.Lgs. 30 June 2003 n° 196 and following modifications and integrations. Anti-money laundering provisions

As the data controller, OSI processes the data provided by the Customer pursuant to all legal obligations or otherwise acquired during the execution of the contract. The processing of data takes place in order to protect the confidentiality of the Customer, and consists of data collection, registration, organization, conservation, extraction, comparison, use, blocking, communication, dissemination, cancellation, destruction of the data, including the combination of two or more of the aforementioned activities.

By signing the Purchase Order, the Customer expresses his or her consent to the processing of data pursuant to art. 23 of the Privacy Code. In particular, consent is given for: the acquisition of personal data, including sensitive data, data storage, data processing and the communication of data to third parties. This consent is valid until written revocation of it, revocation to be sent by registered letter with due return receipt. OSI declares that they are in compliance with all applicable rules on anti-money laundering and in compliance with all current regulatory provisions.

The purposes of data processing are the following: (i) to execute a service or one or more contractually agreed operations; (ii) to fulfil legal obligations; (iii) for accounting, operational, for the purpose of internal management needs within OSI and related to the execution of the obligations deriving from the contract; (iv) for internal marketing purposes of OSI. The provision of data by the Customer for all the purposes indicated above is optional. Refusal of the above, however, makes it impossible for OSI to execute the contract, as such data is necessary for the establishment of the contractual relationship and for its proper continuation and management.

The Customer shall, together with the signing of the Purchase Order, fill in and forward any forms that may be provided by OSI for the purpose of identifying the beneficial owner, and in general to provide all the information as made necessary by the applicable legislation.

Article 14 – Traceability of financial flows

OSI declares to acknowledge and to fully implement the traceability obligations of financial flows pursuant to law no. 136 and ff. mm. “Extraordinary plan against the mafia, as well as delegation to the Government in the matter of anti-mafia legislation”.

The Customer declares to acknowledge and to undertake, towards OSI and any of its employees, agents and/or consultants in any capacity involved in the execution of this Agreement, the obligations of traceability of financial flows pursuant to the law 13 August 2010 n. 136 and ff. mm. “Extraordinary plan against the mafia, as well as delegation to the Government in the matter of anti-mafia legislation”.

The Customer also undertakes the obligation to notify OSI without delay of any violations, committed by its employees and/or by persons in any case connected to it, to the aforementioned legislation of which it has become aware of. The Customer acknowledges and agrees that failure to comply with the aforementioned obligations will result in the termination of the Contract by law due to its exclusive facts and faults, without prejudice to all the rights of OSI, including the fulfilment of the monetary obligation assumed and the compensation of any damage caused by the non-fulfilment of the obligations.

Article 15 – Cancellation of the Purchase Order and right of Withdrawal

In no case the Customer shall be allowed the right of unilateral termination.

The cancellation of a Purchase Order by the Customer due to the Customer’s fault or for reasons of force majeure does not exempt the Customer from the fulfilment of all his obligations and, in particular, from the monetary obligations.

In any case, OSI reserves the right of unilateral of the Contract in all cases in which a potential danger for itself or its employees appears during the course of works, not foreseeable due to the Customer’s fault or for reasons of force majeure.

Likewise, and without prejudice to the right of being paid the total amount for what has already been carried out in terms of work, OSI reserves the right of unilateral termination of the Contract in any case in which the execution of the obligations assumed by OSI would result in, or cause to, OSI excessive harm or burden due to the fault of Customer or due to force majeure. Save the right to receive the full payment of the goods ordered by the Customer, OSI reserves the right of unilateral termination of the Contract in the event that the Customer does not collect all or part of the goods subject to a specific Purchase Order within 6 (six) months from the date of storage of the goods in the OSI warehouses.

For all cases falling within the scope of the provisions referred to in this Article, the Parties shall have the right to reach together a new agreement according to the provisions of these GSC.

Article 16 – Transfer of the Contract

In any case, OSI reserves the right to transfer its obligations to third parties of its own trust.

The Customer is not allowed, under any circumstances, to transfer all or some of its obligations (including those concerning the payment of the amounts) to third parties, except in case of explicit acceptance by OSI.

Article 17 – Entire agreement. Modifications

These GSC, together with the Purchase Order and any of its attachments (where and as referred to therein) represent the entire agreement between the Parties and take precedence over any previous agreements on the current subject.

Furthermore, the signing for acceptance of the Purchase Order by the Customer, automatically cancels any other general terms and conditions of the Customer, if any. Exception is made in all cases in which some or all of the Customer’s contractual conditions constitute or integrate, or are considered mandatory legal provisions pursuant to the law of the Republic of Italy.

Any modifications to these GSC, to the Purchase Order, and to the Contract in general, will be valid and effective only if made in written and duly signed by both Parties.

Article 18 – Applicable law and Jurisdiction

The Contract in its whole, including these GSC and the Purchase Order, is regulated and based on the principles and norms of applicable laws and regulations and must be interpreted in accordance with the law of the Republic of Italy, to which express reference is made for everything not specified in these GSC.

The Parties agree to amicably resolve any disputes that may arise as a result of the Contract. In case of failure of all amicable resolution attempts, any controversy that arises shall be resolved at the Court of Frosinone city.