GENERAL TERMS AND CONDITIONS FOR THE MANUFACTURE OF EQUIPMENT
1.1 The following terms shall have the meanings set out below and ascribed to each of them
being understood that, depending on the context, the same may be reported in singular or
1.1.1. “Acceptance”: means the successful unit testing and verification for each Equipment
(which includes, by way of example and not of limitation, the dimensional verification
of components and the respect of the cycle time required), as certified by the Protocol
1.1.2. “Activities”: means the activities related to the new design, manufacture, installation
of the Equipment and / or modification of the Equipment already made, according to
what is stated in each specific Purchase Order;
1.1.3. “Amendment Order”: the written order which expressly concerns the modification
of an existing Purchase Order issued by Cultraro towards the Contractor, which
amends/substitutes the Purchase Order referred to and which will need to be accepted
by the Contractor by means of an Order Conformation. In case of conflict between the
provisions of the General Terms and Conditions and those contained in the
Amendment Order, the latter shall prevail;
1.1.4. “Company” and/or “Cultraro”: means Cultraro Automazione Engineering S.r.l.;
1.1.5. “Confidential Information”: means any and all information (including, by way of
example and not of limitation, industrial property rights, specifications,
methodologies, tools, databases, product technical specifications, documents,
processes, projections, estimates and data, drawings, models, samples, know-how,
software, technologies, trade secrets and inventions, prototypes and instruments of any
kind, in addition to any other information, experiences and knowledge developed
within the Company’s business, of which it will become aware of during the
negotiations, or in occasion of the execution of the Purchase Order or of visits to the
Company’s premises, including information regarding the composition of products,
the facilities, production methods and other business assets as well as the organization
of production and of the business, the services provided by the company, the business
initiatives and customers, the management and the performance of the Company, the
relations with third parties, and so on) – even if not expressly qualified as
“confidential” disclosed by Cultraro to the Contractor for the performance of the
Purchase Order, both in oral and written form by directors, employees, consultants
and representatives of Cultraro, or that have been acquired or will be acquired by the
Contractor in any manner before or during the performance of the Purchase Order, as
well as any opinion, report, comment, analysis, study, interference, abstracts and / or
deductions or any other document drafted by Cultraro or by its consultants which in
any way contain or reflect such Confidential Information or that have been prepared,
or drafted on the basis of such Confidential Information;
1.1.6. “Contractor”: means the subject who signs these General Terms and Conditions;
1.1.7. “Contractual Documentation”: means all the contractual documentation concerning
the Equipment, including by way of example and not of limitation: (i) Cultraro’s
Project Specification; (ii) the Technical Documentation of the Contractor; (iii) the
1.1.8. “Cultraro’s Project Specification”: all the documentation prepared by Cultraro and
made available to the Contractor, which must comply with it for the realization of the
Equipment, and which concerns the technical, functional, quality and reliability
characteristics of a specific Equipment, by way of example and not of limitation:
drawings, technical and qualitative specifications, schemes and projects, procedures,
guidelines, the standard design and construction criteria, the dimensions, the project
documentation relating to the general configuration of the Equipment, technical
adaptations designed by Cultraro for the purpose of inserting the Equipment into its
production process, technical specifications, so as the procedures and the requirements
relating to the checking and verification of the conformity of the Equipment.
1.1.9. “Dates of Delivery”: means the terms of delivery and of installation of the Equipment
and of the sampling indicated in the reference Purchase Order, which the Contractor
undertakes to comply with, it being understood that such terms and considered
1.1.10. “Day”: means every calendar day;
1.1.11. “Employment and Environmental Laws”: means any provision of law and
regulations in force at the time of signature of the Purchase Order, according to the
discipline in force from time to time during its execution, and concerning: (i)
occupational safety and injuries regulated by the “T.U sicurezza” Legislative Decree
no. 81/2008 and subsequent amendments and all provisions foreseen by the judicial
system even if referred to the relationship between the Contractor and the personnel
employed for the performance of the Purchase Order; (ii) the legislation on
environment and on the prevention of pollution caused by industrial activities, as of
“T.U. Ambiente” Legislative Decree no. 152/2006;
1.1.12. “Equipment”: means any type of machinery (by way of example, but not of
limitation: molds for plastic components) that Cultraro, by means of specific Purchase
Orders, requests the Contractor to design, manufacture, develop, and / or modify, on
the basis of a project elaborated and developed by Cultraro (referred to in Cultraro’s
Project Specification) and according to the terms and conditions contained in each
specific Purchase Order and in the Contractual Documentation;
1.1.13. “General Terms and Conditions”: the present General Terms and Conditions for the
manufacture of Equipment by the Contractor in favor of Cultraro, on the basis of
specific Purchase Orders concerning the Equipment identified therein;
1.1.14. “Law”: means overall, even if not expressly mentioned, all laws and regulations
within the legal framework from time to time in force during the period of execution
of the Purchase Order, including the Employment and Environmental Laws;
1.1.15. “Order Confirmation”: means the document issued by the Contractor with which
the latter accepts the Purchase Order issued by Cultraro and the conditions set out
1.1.16. “Party/ies”: Cultraro and the Contractor collectively or individually depending on the
1.1.17. “Protocol of Acceptance”: technical documentation containing the specification of
the method of acceptance and testing of the Equipment subject of the supply contract.
1.1.18. “Purchase Order”: means the written order, of which the General Terms and
Conditions together with the Contractual Documentation form an integral and
substantial part of, issued by Cultraro and accepted by the Contractor by means of an
Order Confirmation. Each Purchase Order will indicate the specific contractual
provisions or the terms and conditions applicable to a particular Equipment. In
particular, each Purchase Order will indicate: (i) a brief description of the Equipment
requested; (ii) the specific offer of the Contractor and any other technical and
economic conditions applicable; (iii) the Dates of Delivery; (iv) the reference to the
present General Terms and Conditions; (iv) reference to any further applicable
Contractual Documentation. In case of conflict between the provisions of the General
Terms and Conditions and those contained in the Purchase Order, the latter shall
1.1.19. “Standard Level of Production”: means the standard level of production that the
Equipment must ensure during its operational life, after the installation at Cultraro’s
premises, according to the provisions stated in Cultraro’s Project Specifications
(Pieces per hour and efficiency), subject to the successful passing of the Acceptance
1.1.20. “Technical Documentation of the Contractor”: means all the documentation
required by the Law applicable from time to time concerning the design, the
development and manufacturing of the Equipment and the technical documentation
referred to the project of the Equipment and technical instructions for use and
maintenance of the Equipment;
2 SCOPE OF APPLICATION
2.1 The present General Terms and Conditions, together with the reference Purchase Order and
the Contractual Documentation, establish the terms and conditions that regulate the Activities
carried out by the Contractor for the realization and/or modification of Equipment, as better
described in each specific Purchase Order.
2.2 The present General Terms and Conditions apply to the Purchase Orders relating to the
realization and/or modification of Equipment designed on the basis of Cultraro’s Project
2.3 The present General Terms and Conditions apply to any relationship between Cultraro and the
Contractor, starting from the date of signature of these General Terms and Conditions by the
Contractor. It is understood that these General Terms and Conditions apply both to Purchase
Orders priory issued, the Activities of which have not yet been completed, so as to Purchase
Orders issued and accepted after the date of signature of the General Terms and Conditions.
2.4 The present General Terms and Conditions represent the only regulation governing the
relationship between Cultraro and the Contractor and supersede any other different
agreement, understanding and / or condition previously agreed upon between the Parties, so
as any general terms and conditions of the Contractor and any other term or conditions
contained in any document transmitted by the Contractor, which therefore shall be considered
without any force or effect.
2.5 It remains also understood and agreed that, in case of difficulty of interpretation or conflict
and / or difference of content between the provisions of the General Terms and Conditions
and the special conditions of the specific Purchase Order, the latter shall prevail.
3.1 If any provision of these General Terms and Conditions is contrary to Law, or for any other
reason results invalid, then this provision will be considered deleted and the remaining
provisions will remain in full force. With the execution of the present General Terms and
Conditions, Cultraro assumes no obligation of any kind regarding the issuance of following
Purchase Orders for the realization and/or modification of Equipment, it being also
understood that any estimates provided by Cultraro do not represent any obligation /
commitment to purchase by Cultraro and the Contractor declares and warrants that it has the
appropriate production capacity in line with the estimates provided.
4 OBLIGATIONS AND WARRANTIES OF THE CONTRACTOR
4.1 With the acceptance of the Purchase Order, the Contractor undertakes to:
4.1.1 carry out the Activities and manufacture the Equipment, directly and with its own
organization, without subcontracting it to third parties;
4.1.2 take on itself all the risks arising from the performance of the Activities and/or connected to
the Equipment which is not compliant with the Law, with the reference Purchase Order and
with the Contractual Documentation;
4.1.3 carry out the Activities and manufacture the Equipment according to the agreed terms
contained in the present General Terms and Conditions, in the reference Purchase Order, in
the Contractual Documentation, professionally and fit for use, at the agreed price, within the
deadline of the Dates of Delivery and in full compliance with the applicable Law;
4.1.4 deliver to Cultraro Equipment which are: (i) compliant with the Law, with the Contractual
Documentation, with particular reference to Cultraro’s Project Specifications and any other
provision contained in the reference Purchase Order (including the provisions regarding the
relevant documentation of each specific Equipment); (ii) free from defects and/or
imperfections and/or non – conformities; (iii) reliable, safe and suitable to perform the
functions required for each specific Equipment and the relevant proper functioning; and (iv)
ensure that the Equipment, once installed at Cultraro’s premises, meets the Standard Level
4.1.5 comply with the Dates of Delivery specified in each Purchase Order;
4.1.6 ensure to have the certifications required by the Law in force in relation to its quality, safety
and environment system and maintain such certifications for the entire duration of the
contractual relationship with Cultraro; so as ensure access and verification of its structures
and of its processes / manufacturing methods and / or of its quality control and certification
4.1.7 comply with the Law, including the Employment and Environmental Laws;
4.1.8 put in place all the activities and/or the best techniques which, although not expressly
provided for by the Purchase Order, are carried out and / or used by manufacturers of
equipment similar to the requested Equipment and which represent the best state of the art
and /or which form part of the technical and technological know-how at the Contractor’s
disposal and / or that are essential to keep reaching or to improve the Standard Level of
Production of the Equipment.
4.1.9 certify and ensure the quality and the reliability of the Equipment in accordance with the
provisions of the Purchase Order and to carry out the tests and verifications of the
Equipment, so as to release the necessary documentation in order to certify the conformity
of the same;
4.1.10 deliver the Technical Documentation of the Contractor, as by way of example and not of
limitation, the certificate of conformity of the Equipment, the assembly, use and
maintenance manual of the Equipment;
4.1.11 pack the Equipment and its parts in a suitable manner (and in any case according to the
specifications agreed between the Parties) in order to avoid damages to the same and, unless
otherwise specified in the Purchase Order, to bear the packaging costs as well as any
expenses arising from wrong or inadequate packaging.
4.2 With the acceptance of the Purchase Order, the Contractor also declares and warrants what
4.2.1 that the Activities will be carried out with the due care and in a workmanlike manner
depending on the nature of the services;
4.2.2 to have carefully assessed the specific qualitative, technical and reliability characteristics of
the Activities necessary for the manufacture of the Equipment requested by Cultraro and
resulting from the Purchase Order and from the Contractual Documentation and,
consequently, to possess the appropriate capacity to carry out the Activities and manufacture
4.2.3 to own, at the moment of acceptance of the Order, of all the licenses and / or administrative
permits necessary for carrying out the Activities subject of the Purchase Order;
4.2.4 to have (i) adequate staff for number, experience and technical skills; (ii) facilities /
equipment that meets the requirements provided for by the Employment and Environmental
Laws, having the adequate technical characteristics in relation to the specific Activities and
workplaces where they will be used; and (iii) all the resources, including the financial ones,
that are needed to carry out the Activities;
4.2.5 that the staff employed in the Activities is (and will be) properly hired and in good standing
with the salary, social security and contributions as well as with insurance;
4.2.6 to perform the Activities at its own risk and to be solely responsible for the method of
organization, by using its own means and resources, of the performance of the Activities,
without bond of dependency and / or subordinate position respect to Cultraro.
4.3 The Contractor is committed to the strict and absolute respect of all the labor law provisions
concerning the staff employed by the Contractor, at any title and for whatever reason, within
the Activities of the reference Order. It remains understood that the Contractor shall
indemnify and hold harmless Cultraro from any damage, claim for damages and / or claims
for any reason requested, which may arise in relation to the violation of the warranties
provided under this Article and this is also intended pursuant to art. 1676 Italian civil code
and art. 29, Italian Legislative Decree. n. 276/2003 and subsequent amendments.
4.4 The Contractor undertakes to hold harmless and indemnify Cultraro for any negative
consequence caused and / or connected to the violation by the Contractor of the obligations
and warranties referred to in this article.
5 INSPECTIONS, CONTROLS, EQUIPMENT TESTING
5.1 During the execution of the Activities covered by the Purchase Order, Cultraro reserves the
right, upon notice to the Contractor, to verify and evaluate the correct and exact fulfillment of
the obligations by the Contractor at the Contractor’s premises, through its own personnel. It
remains understood that the controls and audits carried out by Cultraro do not constitute
acceptance of the activities carried out and do not give the Contractor any right to payment.
5.2 The Contractor must complete all the required tests to certify the conformity of the
Equipment before delivering it to Cultraro and must deliver the documentation relating to the
successful passing of the tests at the time of delivery of the Equipment.
5.3 In the event that Cultraro, as a result of the verifications and quality controls referred to in this
article, finds any discrepancies, defects or delays, it shall have the right to apply the penalties
referred to in the following article 13, without prejudice to compensation for any further
damage, and it can make use of the options provided by article 7 (Delivery of the Equipment)
and 15 (termination for breach of the Contractor).
5.4 In any case, the occurrence of any dispute between Cultraro and the Contractor relating to the
Purchase Order will not entitle the Contractor to suspend the performance of its services and
obligations under these General Terms and Conditions and under the specific Purchase Order.
6.1 The Contractor undertakes to execute the transport of the Equipment in full compliance with
the Law, and in particular with the applicable customs legislation, it being understood that the
risks and the shipping costs are borne by the Contractor until the installation at the place
indicated by Cultraro, unless otherwise specified.
6.2 Any taxes, charges, duties and fees related to the Purchase Order are borne by the Contractor,
unless differently established by the law provisions or otherwise stated in the reference
6.3 The Contractor undertakes to adopt and to make sure that all necessary precautions to protect
the Equipment during transport are adopted.
6.4 The Contractor shall bear the risk for perishing/damage to the Equipment, even for causes not
attributable to him, until the moment of Acceptance of the Equipment by Cultraro and also if
the Equipment is stored at the Contractor’s premises or at a third party, waiting for delivery
7 DELIVERY AND INSTALLATION OF THE EQUIPMENT
7.1 The Contractor undertakes to deliver and install the Equipment in compliance with the Dates
of Delivery of each Purchase Order and in accordance with the terms and modalities of
delivery specified therein. The delivery must be made in the place of destination indicated by
7.2 If the installation is included in the Activities to be carried out by the Contractor, the latter
will arrange a site inspection in the place in which the Equipment will have to be installed, in
order to avoid any obstruction or impediment to Cultraro’s productive activities and to ensure
that the installation is performed in accordance to the Law, and in particular with the law
provisions concerning safety, preparing for this purpose, together with Cultraro, a special
DUVRI, if required by the Law.
7.3 The Dates of Delivery indicated in the reference Purchase Order are binding for the
Contractor and are to be considered compulsory and essential for the correct execution of
each Purchase Order.
7.4 The Contractor guarantees that the Equipment is compliant with the provisions contained in
the reference Purchase Order and in the documentation of delivery of the same. If not,
Cultraro, may alternatively, at its choice:
(i) Refuse to receive the Equipment and ask the Contractor to draw back at its expense
and risk the Equipment, without prejudice to any further remedy and right for
(ii) Reduce the price proportionally.
7.5 In case of delays in the delivery of the Equipment, Cultraro may at its choice:
(i) set another term within which the Contractor must deliver the Equipment;
(ii) buy from third parties, at the expense and risk of the Contractor, with the sole burden
of communicating it to the latter;
(iii) in addition to points (i) and (ii) above, it can apply to the Contractor the penalties,
however, without prejudice to the greater damage suffered by Cultraro as a result of
7.6 It remains anyhow understood that, in addition to the options provided by this article, Cultraro
will be entitled to terminate the Purchase Order according to art. 15 (Termination for breach
of the Contractor).
8 ACCEPTANCE OF THE EQUIPMENT AND TRANSFER OF OWNERSHIP
8.1 The property of the Equipment is intended transferred at the moment of delivery of the same
at Cultraro’s premises.
9 PRICE AND PAYMENTS
9.1 The price of each Equipment is indicated in the reference Purchase Order. Such prices are
fixed and are not subject to variations. Moreover, the price is to be considered as
comprehensive of all the Activities necessary for the realization, delivery, installation if
foreseen, verification of the Equipment (by way of example and not of limitation, the costs for
insurance, transport and testing), as well as of the compensation for the transfer of ownership
of the Equipment, and also of the property and of the consequent right to use the intellectual
9.2 Payments will be made in accordance with the provisions of each Purchase Order and in any
case the total price will be paid in favor of the Contractor only with the issue of the Protocol
9.3 It remains understood that: (i) Cultraro is entitled to compensate any amounts relating to the
price with any sums due, for whatever reason, also as compensation for damages, by the
Contractor in favor of Cultraro; (ii) Cultraro is entitled, in case of breach of the Contractor,
also partial, respect to any obligation contained in these General Terms and Conditions or in
the Purchase Order, to suspend the payment of the sums still due.
10.1 The Contractor grants warranty for any discrepancies and defects of any kind, even if latent,
so as for the proper, correct and good functioning of the Equipment manufactured and for the
reaching of the Stamdard Level of Production for a period of 24 (twentyfour) months starting
from the issuance of the Protocol of Acceptance by Cultraro unless differently foreseen in the
reference Purchase Order.
10.2 The Contractor warrants that the Equipment are free from defects or lack of quality, resulting
from a defect in design, in the materials used or in manufacture.
10.3 In the case in which, during such warranty period, Cultraro were to discover the existence of
defects / discrepancies of the Equipment, it must notify in writing the Contractor within 60
(sixty) Days from the discovery and will have the right, at its sole discretion, to request
alternatively, without prejudice to the compensation for any further damages:
(i) The elimination of the defects / non-conformities found or the replacement of noncompliant
Equipment by and at the Contractor’s expenses; in such case the
Contractor must take all appropriate actions at its own expenses in order to provide
timely repair and/or replacement of the Equipment that are not properly functioning
and/or are affected by defects and/or discrepancies, within the deadline indicated by
(ii) The reduction of the price of the non-compliant Equipment and the compensation
with any damages or costs sustained by Cultraro, without prejudice to the
Contractor’s liability for any further claim for compensation of damages filed by
(iii) The termination for breach, refuse payment for non-compliant Equipment, in
addition to compensation for damages.
10.4 In any case of non-compliant Equipment, Cultraro reserves any further right, including the
application of Penalties.
10.5 If the Contractor fails to provide for the elimination of the defects discovered by Cultraro,
according to Cultraro’s request, the latter may take care of such activity directly or through
third parties, at the expenses of the Contractor, without prejudice to the compensation for any
cost and/or for any damage anyhow suffered or bone by Cultraro
10.6 Without prejudice to the case of elimination of the defects directly by Cultraro, as foreseen
under this article, the Contractor warrants in any case that the repaired and/or replaced
Equipment will be covered by the same warranty for a period of 24 (twenty four) months
from the date of acceptance of the replacement or of the repair.
10.7 The Contractor undertakes to indemnify and hold Cultraro harmless from any responsability,
damage, loss, cost, expense, arising and/or connected to non-conformities of the
manufactured Equipment respect to the Law (without time constraints in case of noncompliance
/ or homologative
11 SPARE PARTS
11.1 The Contractor guarantees to Cultraro the supply of spare parts and of components of the
Equipment for 10 (ten) years starting from the date of Acceptance of the Equipment.
12 LIABILITY OF THE CONTRACTOR
12.1 The Contractor is exclusively liable for any damage caused to Cultraro and/or to third parties
for breach of Law or for malpractice / negligence and for any damage, cost and/or charge
arising and/or connected to the Equipment manufactured and to alleged defects and / or noncompliance
of the same, without prejudice to the right of Cultraro to compensate any sum
12.2 The Contractor is also exclusively liable for any accident or damage caused by its personnel
to employees or assets used by Cultraro so as to third parties and/or to assets of third parties,
intending therefore Cultraro indemnified and harmless from any and all responsibility in such
12.3 In any case, the Contractor undertakes to indemnify and hold Cultraro harmless from any and
all claim for compensation of damages of any kind, from anyone filed against Cultraro for the
acts, facts or omissions stated above, including by way of example and not of limitation, any
judicial or extrajudicial claims that could be made by the staff employed by the Contractor, by
entities or by any third party in connection with the application or breach of the Law.
12.4 The Contractor undertakes in any case, to communicate without delay – and anyhow not later
than 5 business days from the event – any claim for whatever reason received from third
parties. If third parties bring against Cultraro legal proceedings, the Contractor will be obliged
to bear all costs and any resulting charge, including expenses incurred in for legal defense. In
such case, Cultraro will promptly inform in writing the Contractor of such legal procedings.
12.5 The Contractor undertakes to reimburse to Cultraro any cost and expense incurred in by the
latter for compensation of damages caused to third parties by the Contractor and not
compensated by the Contractor, expressly authorizing Cultraro to withhold any amount of the
expenses incurred in, from the sums due to the Contractor.
12.6 It remains anyhow understood that in case of breach of the obligations set out under this
article, Cultraro will be entitled to terminate the Purchase Order pursuant to art. 15.
13.1 Cultraro is entitled to apply to the Contractor the penalties indicated in the reference Purchase
Order. The application of each type of penalty (by way of example and not of limitation, for
delay in delivery, for quantitative/qualitative non conformities) is combinable and does not
exclude the right of Cultraro to terminate the Purchase Order.
13.2 In any case, Cultraro has the right to claim compensation for any further damages in addition
to the above mentioned penalties.
14.1 Except as provided in the Purchase Order, the Contractor undertakes to enter into and to
maintain in force for the entire duration of the Purchase Order and of the warranty, an
adequate insurance policy with a leading insurance company, in order to secure its production
facilities against any risks connected to transportation, delivery, installation at Cultraro’s
premises and testing, so as for risks of theft, fire, damage, destruction and the risk of civil
liability towards third parties with a maximum cap which can’t be lower than the price of the
Equipment indicated in the Order.
14.2 The Contractor also undertakes to enter into an adequate insurance policy for Product liability
in order to cover any and all damages to people or assets of third parties, arising out of and/or
connected to the Equipment manufactured by the Contractor.
14.3 The insurance policies entered into by the Contractor must include the waiver of the insurance
company to request compensation from Cultraro.
15 TERMINATION FOR BREACH OF THE CONTRACTOR
15.1 Without prejudice to the right to request compensation for damages, Cultraro will be entitled
to terminate the Purchase Order by means of a written communication pursuant to art. 1456
Italian civil code, with which Cultraro declares its intention to enforce the termination clause,
if the Contractor breaches the provisions contained under articles 4, 7, Errore. L’origine
riferimento non è stata trovata., Errore. L’origine riferimento non è stata trovata.,
Errore. L’origine riferimento non è stata trovata., 17, Errore. L’origine riferimento non
è stata trovata., Errore. L’origine riferimento non è stata trovata., 20, Errore. L’origine
riferimento non è stata trovata., 22, of the present General Terms and Conditions and / or in
the cases expressly foreseen in the reference Purchase Order and/or upon occurance of one of
the following circumstances:
(i) Violation of the minimum requirements and/or technical characteristics established
by the Law and by the Contractual Documentation;
(ii) Delay exceeding 7 Days or the different term indicated in the Purchase Order, in
the delivery of the Equipment respect to the Dates of Delivery indicated in the
specific Purchase Order;
(iii) If the Contractor has not fulfilled one of the obligations of the reference Purchase
Order and following a written notice by Cultraro, it does not remedy the failure
within the deadline set by Cultraro.
16.1 Cultraro will be entitled to withdraw from each Purchase Order in any moment and for any
reason by means of a written communication with a prior notice of at least 60 (sixty) Days
from the date of receipt of such communication.
16.2 In case of exercise of the right of withdrawal, Cultraro will be obliged to pay in favour of the
Contractor only the compensation for the Equipment delivered or manufactured until the date
of effectiveness of the withdrawal.
16.3 Cultraro will also be entitled to withdraw from the Purchase Order, by means of a written
communication, and without prejudice to request compensation for any damages, if the
Contractor’s financial conditions have deteriorated so as to seriously jeopardize the fulfillment
of the contractual obligations assumed by the Contractor and also in the event of a change of
ownership (including the case of the transfer of a business or branch of business) or of the
Contractor’s corporate control.
17 LEGISLATIVE DECREE N. 231/2001
17.1 The Contractor declares to be aware of and to comply with the provisions of the Legislative
Decree n. 231/2001 concerning the administrative liability of legal entities, and it guarantees
that its production process respects human rights, the rights of the child and the woman, so as
the provisions on environmental protection standards and the code of conduct set out in
Legislative Decree June 8th 2001 n. 231 and it declares that it is not subject to any legal
proceedings pursuant to D.L.gs. 231/2001, nor that it has any conviction in such respect.
17.2 The commission of the offenses specified in Legislative Decree 231/2001 by the Contractor
will represent a serious breach of the obligations set out in these General Terms and
Conditions and will entitle Cultraro to terminate the Order pursuant to art.1456 Italian Civil
Code, without prejudice to the right for compensation of any further connected damages.
18 HANDLING OF PERSONAL DATA
18.1 The personal data referred to the Contractor and acquired by Cultraro for the issuance and
execution of the Purchase Orders will be processed in accordance with the contractual
requirements and with the fulfillment of the legal and contractual obligations as well as to
obtain an effective management of business relationships.
18.2 The data will be handled in written form and/or on magnetic, electronic or telematic support.
18.3 The transmission of the data is compulsory to the extent required by legal and contractual
obligations and therefore any refusal to disclose such data or the denial to the subsequent
treatment may prevent Cultraro from continuing the contractual relationship.
18.4 Instead, the failure to provide any data not connected to legal or contractual obligations will
be evaluated from time to time by Cultraro and will determine the resulting decisions related
to the importance of such data for the management of the contractual relationship.
18.5 Apart from the communications and disclosures carried out pursuant to legal obligations, the
data may be disclosed in Italy and/or abroad to: factoring companies, banks, credit recovery
companies, credit insurance companies, commercial information companies, professionals
and consultants, for the purpose of credit protection and for the better management of
Cultraro’s rights concerning the single commercial relationship.
18.6 The responsible for the processing of personal data is the administrative office of Cultraro.
18.7 The data will be processed for the entire duration of the established contractual relationships
and also afterwards for the fulfillment of all the legal obligations and for future commercial
18.8 The Contractor, with reference to such data, can exercise the rights under art. 7 of the
legislative decree no. 196/2003 within the limits and conditions foreseen by articles 8, 9 and
10 of the same decree.
18.9 The Contractor takes note of what is provided by this article, he declares to have received
complete information in accordance with art. 13 legislative decree no. 196/2003, together
with a copy of art. 7 of the same decree, and agrees to the use and disclosure of its data,
defined as personal by the above mentioned law, within the limits, for the purposes and for
the duration specified in therein.
19 FORCE MAJEURE
19.1 Neither Party shall be liable for the failure to fulfill its obligations arising from the Purchase
Order, if it can prove that such failure is due to a force majeure event, meaning for force
majeure event, an event (i) that is outside of the control of the Party which undergoes it (ii)
that, at the moment of signature of the specific Orders, was not reasonably foreseeable, like
its effects, by that Party and, (iii) that was not otherwise avoidable and / or remediable by the
Party that suffers it.
19.2 At the occurrence of a force majeure event as defined above, the Party unable to fulfill its
obligations will inform the other Party, immediately and in writing, by registered letter, of the
occurrence of such event, as well as of its effects.
19.3 If the force majeure circumstance is such as to cause a delay in the delivery of the Equipment,
inconsistent with the production requirements of Cultraro, the latter will have the right to have
the Equipment and/or part of the Activities resulting from the Purchase Order carried out by
third parties during the period in which the event of force majeure lasts.
19.4 For the case in which the force majeure event persists for a period longer than 30 (thirty)
Days from the receipt of the said notice, Cultraro will have the right to terminate the Purchase
Order in relation to which the force majeur event occured, by giving prior written notice to
the Contractor, by registered letter, without any compensation due in favor of the Contractor.
20 INDUSTRIAL AND INTELLECTUAL PROPERTY
20.1 The Contractor declares and warrants that the intellectual and/or industrial property rights
incorporated in the Equipment do not breach any patents, trademarks, models, copyrights and
other intellectual and industrial property rights of third parties, and it undertakes since now to
indemnify and hold Cultraro harmless from any third party claims based on the breach of such
20.2 In addition to what is provided by the previous paragraph, if the Contractor uses and/or
incorporates in the Equipment third party rights, it undertakes to transfer to Cultraro a
continuos and free license of use, valid worldwide.
20.3 The Contractor recognizes that all the intellectual and industrial property rights (including by
way of example: specifications, drawings, tables and any other technical specification
contained in the Cultraro’s Project Specifications) that Cultraro shall transfer for the
realization of the Activities are and remain the sole property of Cultraro and are subject to the
exclusive intellectual and industrial property of the same. The Contractor therefore undertakes
not to use it except in relation to the execution of the Purchase Order. In particular, and by
way of example and not of limitation, it undertakes:
a) not to copy or reproduce them, unless it is necessary for the performance of the
b) not to use them for productions other than those specified in the Purchase Order or
on behalf of third parties;
c) not to transmit or disclose them to third parties or allow third parties to take
knowledge, unless this is necessary for the execution of the Purchase Order. In such
case, it will be necessary to ask the prior written authorization of Cultraro.
20.4 The Contractor undertakes to keep the above mentioned material (as well as any relevant
copies and reproductions made in connection with the Purchase Order) in good conditions,
assuming any responsibility connected with its detention even in the case of loss or theft and
to return it to Cultraro in good conditions after use.
20.5 The Contractor undertakes to indemnify and keep Cultraro harmless against any claim,
request, damage or charge of third parties.
20.6 The breach by the Contractor of the obligations set out in this article will entitle Cultraro to
terminate all the Orders in progress in damage to the Contractor pursuant to art. 1456 Italian
civil code, without prejudice to Cultraro’s right to compensation for damages.
21.1 The Contractor undertakes not to disclose to third parties, without prior written consent of
Cultraro, all the Confidential Information provided by the latter for the execution of the
Purchase Orders and to use them exclusively for such purposes.
21.2 The Contractor further agrees not to copy and not to allow others to make copies, extracts,
notes or processing of any act or document containing the Confidential Information.
21.3 The Contractor declares and expressly guarantees that the Confidential Information will be
disclosed only to the personnel who needs the Confidential Information for the execution of
the Purchase Orders and expressly guarantees that these employees will adhere and strictly
observe the confidentiality obligations set out in this article, remaining responsible for any
21.4 Even after the conclusion of the Activities referred to in the Purchase Order, the Contractor
will not be authorized either explicitly or implicitly to use in any way, the Confidential
Information, as well as any product, material and technology implemented during the carrying
out of the Activities. The Contractor undertakes, upon request of Cultraro, to return all copies
and documentation containing the Confidential Information or to destroy the same, giving
confirmation of the destruction.
21.5 The confidentiality obligations referred to in this article will remain in force, unless otherwise
agreed in writing, for further 5 (five) years following the termination of the Purchase Order.
21.6 The Contractor undertakes to indemnify and hold harmless Cultraro from any breach of the
confidentiality obligations set out in this article, by bearing and reimbursing any and all costs
or expenses, including legal costs and any further subsequent damage.
21.7 The breach of this article will entitle Cultraro to terminate the Purchase Orders in place for
breach of the Contractor pursuant to art. 1456 Italian civil code.
22 PROHIBITION TO TRANSFER THE PURCHASE ORDER AND THE CREDITS AND
PROHIBITION OF SUBCONTRACTING
22.1 The Contractor may not transfer to third parties and/or assign to subcontractors, in whole or in
part, the Activities of the Purchase Order, so as any credit right or obligation arising from it,
unless expressly authorized in writing by Cultraro.
22.2 The Contractor also undertakes not to transfer or assign to third parties any credit towards
Cultraro based on the payment of the consideration for each specific Purchase Order.
22.3 In case of breach of the provisions of this article by the Contractor, Cultraro will be entitled to
terminate the Purchase Order by means of a written communication pursuant to art. 1456
Italian civil code and art. Errore. L’origine riferimento non è stata trovata. of these
General Terms and Conditions. In the case in which more Purchase Orders have been entered
into with the Contractor, Cultraro may, without prejudice to what is stated above, enforce the
termination clause limited to the specific Purchase Orders in relation to which the failure
23 AMENDMENTS TO THE TEXT
23.1 Any modification, addition or derogation to the present General Terms and Conditions, to the
specific Order and to the Contractual Documentation must result, under penalty of nullity, in
a written document accepted by the Parties.
24 APPLICABLE LAW AND EXCLUSIVE JURISDICTION
24.1 The present General Terms and Conditions so as each Purchase Order issued by Cultraro are
regulated and interpreted according to Italian law.
24.2 Any dispute concerning the interpretation and/or the execution of these General Terms and
Conditions and/or each Purchase Order will be devolved to the exclusive jurisdiction of the
Court of Turin.
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