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 plural form:
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 of Acceptance;
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 Purchase Order;
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 essential;
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 therein;
1.1.16. “Party/ies”: Cultraro and the Contractor collectively or individually depending on the context;
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 prevail;
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 Protocol;
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 Specifications.
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 OF THE SUPPLIER
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 of Production;
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 system;
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 follows:
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 the Equipment;
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 Purchase Order.
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 and/or Acceptance.
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 Cultraro.
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.
7.4The 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:
- 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 compensation;
- Reduce the price proportionally.
7.5 In case of delays in the delivery of the Equipment, Cultraro may at its choice:
- set another term within which the Contractor must deliver the Equipment;
- buy from third parties, at the expense and risk of the Contractor, with the sole burden of communicating it to the latter;
- 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 such delay.
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 property rights.
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 of Acceptance.
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:
- The elimination of the defects / non-conformities found or the replacement of non-compliant 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 Cultraro;
- 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 Cultraro;
- 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 non-compliance referred to the protection of safety, health and environment and/or of constructive and / or homologative standards) and respect to the Purchase Order.
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 non-compliance of the same, without prejudice to the right of Cultraro to compensate any sum due.
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 respect.
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:
- Violation of the minimum requirements and/or technical characteristics established by the Law and by the Contractual Documentation;
- 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;
- 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 purposes.
18.8 The Supplier, 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 Supplier 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 rights.
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:
- not to copy or reproduce them, unless it is necessary for the performance of the Purchase Order;
- not to use them for productions other than those specified in the Purchase Order or on behalf of third parties;
- 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 breach.
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 occurred.
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.