ART. 1 – PREAMBLE
This document contains the list of General Conditions governing all Purchase Orders issued by Oyster Cosmetics Spa (hereinafter OYSTER) as the Buyer to the Supplier, concerning Products, Materials, and/or Services. These conditions bind the Parties within the limits of their applicability to the object of the Supply (Product only, Material only, Services only, or a combination thereof) and the specific type of Product, Material, and/or Service offered. OYSTER’s purchase orders are governed by the General Conditions set forth below, except as expressly provided by special conditions stated in the Order, which shall prevail over these General Conditions in the event of a conflict. Any derogation or addition to these General Conditions shall be valid only if accepted in writing by OYSTER. The General Conditions are an integral part of the Purchase Contract and are deemed fully accepted by the Supplier.
ART. 2 – DEFINITIONS
In the Contract, the following terms shall have the meanings set forth below:
ART. 3 – ACCEPTANCE OF THE ORDER
The Supplier’s acceptance of the Order must reach the Buyer’s operational headquarters within 5 (five) days of receipt, by returning the appropriate copy (including any annexes), duly initialed on all pages and signed at the bottom. If this period expires without action, an Order issued in accordance with the Supplier’s offer shall be deemed accepted. Acceptance of the Order entails the Supplier’s total waiver of its own terms of sale, even if attached to its offer or Order acceptance.
ART. 4 – MODIFICATIONS TO THE SUPPLY AND ORDER VARIATIONS
During execution, the Buyer may modify the quality, characteristics, and/or shape of the items. The Supplier must promptly implement such changes. If these modifications affect timing or costs, the Supplier may be entitled to fair additional compensation and/or an extension of the delivery deadline.
ART. 5 – MATERIALS FOR PROCESSING (CONTO LAVORAZIONE)
If material is provided directly by the Buyer (or on its behalf) for the fulfillment of the Supply, the Supplier is obliged to verify, at its own expense, compliance with the Buyer’s quality specifications and must communicate any discrepancies in writing within 5 (five) days of receipt.
ART. 6 – DELIVERY TERMS
Delivery terms specified in the Order are essential, mandatory, and binding, even if not expressly accepted by the Supplier. Unless otherwise stated, delivery must be made to the Buyer’s operational headquarters. The date of receipt affixed to the transport document (DDT) shall serve as proof of delivery. Early deliveries or partial deliveries are prohibited unless authorized in writing.
ART. 6-bis – QUANTITY TOLERANCE
Unless otherwise specified in the Order or Technical Specifications, the quantities supplied are subject to a maximum quantitative tolerance of +5% compared to the quantity ordered.
ART. 7 – PENALTIES
In case of non-compliance with the mandatory delivery terms—except for proven cases of Force Majeure reported promptly in writing—a penalty of 0.25% for each day of delay shall be applied, up to a maximum of 5% of the value of the undelivered Order.
ART. 8 – DELAYS EXCEEDING 30 DAYS
For delays exceeding 30 (thirty) days, the Buyer shall have the right to terminate the Order in whole or in part via written notice (pursuant to Art. 1456 of the Italian Civil Code), without prejudice to the right to claim damages. The Buyer may offset any sums due to the Supplier against the accrued penalties.
ART. 9 – FORCE MAJEURE
Delivery terms may be extended in the event of Force Majeure (e.g., earthquakes, fires, floods). The Supplier must immediately inform the Buyer. If the delay exceeds 60 (sixty) days, the Buyer may terminate the Order via registered mail or email.
ART.10 – PRICES
Unless otherwise stated, all prices in the Order are fixed and invariable.
ART. 11 – SUPPLIER QUALIFICATION AND MONITORING
11.1 Initial Qualification: Acceptance is subject to a positive risk assessment based on documentation (ISO 9001, ISO 22716 GMP, GFSI/IFS certifications, SDS, SQQ questionnaire), audits (for critical suppliers), and sampling/testing by OYSTER’s Quality or R&D departments.
11.2 Approval: The Supplier is added to the Approved Supplier List only after formal acceptance by OYSTER Quality.
11.3 Continuous Monitoring: Performance is tracked via KPIs: supply compliance (non-conformity rates), complaint handling (Corrective Action plans must be provided within 10 business days), and document validity.
11.4 Suspension: Failure to maintain standards or repeated non-conformities will result in temporary suspension or permanent removal from the list.
ART. 12 – INSPECTIONS AND CONTROLS
The Buyer has the right to inspect the execution of the Supply at any time. OYSTER or Final Customer inspectors may access the Supplier’s plants during working hours with prior notice. If the Supply does not meet contract conditions, the Buyer may set a deadline (min. 5 days) for compliance, after which the Buyer may intervene directly at the Supplier’s expense or terminate the Contract.
ART. 13 – ACCEPTANCE OF GOODS
Delivery does not imply acceptance. Acceptance (express or tacit) applies only to goods free of defects and follows positive quality control results in OYSTER’s laboratory. Crucial Requirement: For Raw Materials, dyes, and fragrances, only supplies with a remaining shelf-life exceeding 12 months at delivery will be accepted.
ART. 14 – WARRANTY
The Supplier guarantees that the Supply conforms to the Order, is fit for purpose, and is free of defects. This warranty lasts for two years from delivery. Defects must be rectified or parts replaced within 15 days of notification.
ART. 15 – RISKS AND TRANSFER OF OWNERSHIP
Transport and shipping risks are borne entirely by the Supplier. Ownership and risk transfer to the Buyer only upon physical delivery at the destination indicated in the Order.
ART. 16 – CONFIDENTIALITY OBLIGATION
The Supplier undertakes not to disclose to third parties any technical or commercial information regarding the Order before, during, or after execution.
ART. 17 – INTELLECTUAL PROPERTY AND TRADEMARK PROTECTION
All technical documents (drawings, formulas, specifications) provided by OYSTER remain its exclusive property. The Supplier is prohibited from registering OYSTER’s Trademarks or selling any “surplus” or “production waste” bearing OYSTER marks to third parties. Use of the OYSTER name for advertising requires prior written authorization.
ART. 18 – TECHNICAL DOCUMENTATION AND TRACEABILITY
The Supplier must provide all necessary technical documents (SDS, Certificates of Analysis, Compliance Declarations for Reg. EC 1223/2009 and REACH). A documented Traceability system must be maintained, capable of identifying or recalling batches within a maximum of 8 (eight) hours. Any change to the production process or composition requires prior written approval from OYSTER Quality.
ART. 19 – SHIPPING
A Packing List must be emailed 7 days before shipment. Carriers must schedule delivery at least 48 hours in advance.
ART. 20 – INVOICING
Invoices must be issued in accordance with current tax regulations.
ART. 21 – PAYMENTS
Payment terms are as per the Order. In their absence, payment is via bank transfer at 120 days end of month (DFM). For service/labor contracts, payment is subject to proof of regular social security and wage contributions (DURC).
ART. 22 – PROHIBITION OF ASSIGNMENT
The Supplier may not assign the Order or the resulting credits to third parties without OYSTER’s prior written consent.
ART. 22-bis – PROHIBITION OF SUBCONTRACTING
Subcontracting is strictly prohibited without OYSTER’s prior written authorization. If authorized, the Supplier remains solely responsible for the subcontractor’s performance.
ART. 23 – PACKAGING
Packaging must be suitable for the purpose, destination, and mode of transport.
ART. 24 – INDEMNITY CLAUSE
The Supplier undertakes to indemnify and hold the Buyer harmless from any claims resulting from defects, non-conformity, or unreliability of the Supply.
ART. 25 – WITHDRAWAL (RECESSO)
Pursuant to Art. 1373 of the Italian Civil Code, the Buyer may withdraw from the Order at any time with 30 days’ notice, paying only for the portion of the Supply already completed.
ART. 26 – EXPRESS TERMINATION CLAUSE
The Buyer reserves the right to terminate any Order (Art. 1456 Civil Code) in case of: breach of quality/warranty obligations, insolvency/liquidation of the Supplier, or change of control/ownership of the Supplier.
ART. 27 – TOLERANCE
Any failure by the Buyer to exercise its rights or any granted tolerance shall not be construed as a waiver of such rights.
ART. 28 – APPLICABLE LAW
The Purchase Order shall be governed and interpreted in all respects by Italian Law.
ART. 29 – JURISDICTION
Any dispute shall fall under the exclusive jurisdiction of the Court of Mantua (Mantova).
ART. 30 – DATA PROTECTION (PRIVACY)
Both parties guarantee compliance with EU Regulation 2016/679 (GDPR) and Italian Legislative Decree 196/2003 regarding the processing of personal data.
ART. 31 – CODE OF ETHICS AND SOCIAL RESPONSIBILITY
The Supplier commits to OYSTER’s Code of Ethics, human rights, labor laws, and environmental protection. Use of forced or child labor is strictly prohibited and constitutes grounds for immediate termination.
