CULTRARO GENERAL TERMS AND CONDITIONS OF PURCHASE
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. “Amendment Order”: means the written order which modifies a previous Purchase Order issued by Cultraro towards the Supplier and which needs to be accepted by the Supplier by means of an Order Confirmation;
1.1.2. “Company” and/or “Cultraro”: means Cultraro Automazione Engineering S.r.l.;
1.1.3. “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 Supplier 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 Supplier 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;
1.1.4. “Contractual Documentation”: means the entire contractual documentation concerning the Products, including by way of example and not of limitation: (i) the Technical Specifications; (ii) the Specific Terms and Conditions; (iii) the Date of Delivery;
1.1.5. “Date of Delivery”: means the delivery program indicated in the Purchase Order, that the Supplier undertakes to comply with, it being understood that such terms are considered essential;
1.1.6. “Day”: means every business day;
1.1.7. “Employment and Enviromental 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 Supplier 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;
1.1.8. “General Terms and Conditions”: means the present General Terms and Conditions of Purchase, governing the contractual relationship between Cultraro and the Supplier for the purchase of the Products;
1.1.9. “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;
1.1.10. “Open Order”: means the written order issued by Cultraro and accepted by the Supplier by means of an Order Confirmation or anyhow by commencement of the execution of the supplies. The Open Order - indicates: (i) the qualification of Open Order (ii) the validity period (iii) the type of Products and the relevant technical / economic reference conditions applicable, (iv) the reference to the General Terms and Conditions; (v) the Dates of Delivery; with reference to the timing of delivery and to the management of the warehouse stock, the Supplier is required to comply with the logistical details specified in the Order Confirmation. It remains understood that with reference to the Open Order, the quantity and type of Product indicated and / or the maximum amount presumed represents only an estimation, and is not binding on Cultraro;
1.1.11. “Order”: means the written order issued by Cultraro and accepted by the Supplier by means of an Order Confirmation. In particolar, each Order will indicate: (i) the code, the description and the quantity of the Products; (ii) the offer of reference and any other technical and economic conditions applicable to the specific supply; (iii) the Dates of Delivery; (iv) reference to the present General Terms and Conditions;
1.1.12. “Order Confirmation": means the Supplier’s written approval of the Purchase Order issued by Cultraro and the conditions set out therein;
1.1.13. “Party/ies”: means Cultraro and the Supplier collectively or individually depending on the context;
1.1.14. “Products”: means all goods (by way of example and not of limitation: raw materials, standard components, materials inherent to the production, such as tools and oils) that Cultraro orders from the Supplier through specific Purchase Orders and identified therein;
1.1.15. “Purchase Order”: depending on the context, it means the Open Order and/or the Order and/or the Amendment Order, of which these General Terms and Conditions together with the Contractual Documentation form an integral and essential part; in case of a difference between the terms of the General Terms and Conditions and those contained in the Purchase Order, the latter shall prevail;
1.1.16. “Safety Stock”: indicates the quantity of Products in stock that the Supplier must keep available which will be specified in the relevant reference Order in order to cover any critical conditions;
1.1.17. “Specific Terms and Conditions:” means the special regulation establishing the terms and conditions applicable to the specific supply between Cultraro and the Supplier, as described in each Purchase Order;
1.1.18. “Supplier”: means the person or legal entity who signs these General Terms and Conditions for acceptance;
1.1.19. “Technical Specifications”: means all the documents that define the technical, functional, qualitative and reliability carachteristics of a specific Product as well as the procedures and the requirements referred to the verification of the conformity of the Products.
2. SCOPE OF APPLICATION
The Offer shall not be binding in terms of quantities, price and delivery time. In particular, the prices stated in the Offer:
2.1 These General Terms and Conditions, together with the reference Purchase Order and the Contractual Documentation, establish the terms and conditions governing the supply of the Products by the Supplier in favor of Cultraro.
2.2 The present General Terms and Conditions apply to each contractual relationship between Cultraro and the Supplier, both with respect to Purchase Orders under execution, as well as with respect to Purchase Orders which are subsequent respect to the date of signature of these General Terms and Conditions.
2.3 The present General Terms and Conditions represent the only regulation governing the business relation between Cultraro and the Supplier and supersede and replace any other agreements, understandings and / or conditions previously agreed by the Parties, including any general terms and conditions of the Supplier and any and all other term and condition contained in any document sent by the Supplier which is therefore to be considered as invalid and without effect.
2.4 It remains 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 of the Specific Terms and Conditions set out in the specific Purchase Order, the Specific Terms and Conditions will prevail.
3.1 If any provision of these General Terms and Conditions turns out to be contrary to Law or for any reason results invalid, such provision shall be deemed deleted and the remaining provisions will remain in full force.
3.2 With the signature of the present General Terms and Conditions, Cultraro does not undertake any obligation in relation to the issuance of further Purchase Orders for the supply of Products, it being also understood that any estimates provided by Cultraro shall be considered only indicative and do not represent any obligation upon Cultraro and that the Supplier declares and warrants that it has the necessary production capacity in line with the estimates provided.
4. OBLIGATIONS OF THE SUPPLIER
4.1 With the acceptance of the Purchase Order, the Supplier undertakes to:
4.1.1.Deliver to Cultraro Products which are: (i) compliant with the Law, with the Contractual Documentation, with particular reference to the Technical Specifications and with any other provision contained in the reference Purchase Order (including the provisions referred to the necessary documentation and to the delivery of the Products); (ii) free of defects; and (iii) reliable, safe and suitable for use of the Products and their proper functioning;
4.1.2. Respect the Dates of Delivery and the level of Safety Stock required by Cultraro for each type of Product;
4.1.3.Ensure to have the certifications required by the Law provisions in force and referred to its system of quality, safety and environment and to maintain such certifications for the entire duration of the business relation with Cultraro; as well as to ensure the access and the verification of its facilities and of the processes/methods of production of the Products and/or the system of control and certification of the quality in order to ensure the compliance with the Cultraro standards;
4.1.4.Comply with the Law, including Employment and Enviromental Laws;
4.1.5.Implement all the activities necessary to ensure the quality of Products. In particular, the Supplier undertakes to implement and maintain operating the equipment so as production and control processes in order to continuously ensure the delivery to Cultraro of Compliant Products;
4.1.6.ensure the identification of the Products during the entire productive cycle (in stock at warehouses, manufacturing progress, compliant/ non compliant, finished);
4.1.7.certify and ensure the quality and the reliability of the Products in accordance with the provisions of the Purchase Order and to take care of the testing and verification of the Products as well as to release the necessary documentation for the certification of the Products;
4.1.8.deliver the technical documentation referred to the Products, as by way of example and not of limitation the certificate of conformity of the Products, the assembly, use and maintenance handbook;
4.1.9.pack the Products in an appropriate manner (and in any case according to the specifications agreed between the Parties) in order to avoid any damages to them and, unless otherwise specified in the Purchase Order, pay the packaging costs as well as any charges arising out from imperfect or inadequate packaging;
4.2 The Supplier undertakes to indemnify and hold harmless Cultraro in relation to any negative impact arising out of and/or related to the breach of the obligations set out in this article by the Supplier.
5. CONTROLS ON PRODUCTS
5.1 Cultraro reserves the right, in any moment, to carry out any qualitative and quantitative inspections/verifications of the Products, both upon receipt of the Products and also during the processing phase at the production plants of the Supplier, by means of its own personnel, upon prior notice to the Supplier. It remains understood that the controls and the verifications of Cultraro, do not give rise to any payment obligation in favor of the Supplier, nor are they to be considered as acceptance of the Products supplied.
5.2 In the case in which Cultraro, as a result of the inspections and of the quality checks referred to in this article, were to discover discrepancies, defects or delays, will have the right to apply the penalties referred to in article 13 below, without prejudice to compensation for any additional damage and to exercise the powers provided by the following articles 7 (Delivery of the Products) and 15 (termination for breach of Supplier).
5.3 In any case, the occurance of any dispute between Cultraro an the Supplier, relating to the Order, will not give rise to the right of the Supplier to suspend the execution of its services and obligations assumed under these General Terms and Conditions and under the specific Purchase Order.
6.1 The Supplier undertakes to execute the transport of the Products in full compliance with the Law, and in particular with the applicable customs legislation, it being understood that the shipping fees and the connected risks are borne by the Supplier until the moment of delivery in the place of destination indicated by Cultraro, unless otherwise specified.
6.2 Any expenses, fees, taxes and rights related to the Purchase Order are borne by the Supplier unless otherwise provided by law or established by the Specific Terms and Conditions.
6.3 The Supplier undertakes to take and to make sure that every necessary precaution is taken in order to keep the Product's characteristics unaltered during transport.
6.4 The Supplier bears the risk for the perishing / damage to the Products, even for reasons not attributable to him and also if otherwise agreed in the Purchase Order until the delivery of the Product in favor of Cultraro, also in the case of partial deliveries and also in case the Product is stored at the Supplier’s premises or at third parties pending delivery;
6.5 The identification label must be made according to the specifics of the logistics department and with the specific bar code of Cultraro.
7. DELIVERY OF THE PRODUCTS
7.1 The Supplier undertakes to deliver the Products in accordance with the Delivery Date stated in each Purchase Order and in accordance with the terms and conditions of delivery therein stated. The delivery shall take place at the destination venue indicated by Cultraro.
7.2 The Delivery Dates indicated in the reference Purchase Order are binding for the Supplier and are to be considered as essential for the correct execution of each Purchase Order.
7.3 Cultraro has the right to reject the Products delivered before the agreed Delivery Dates or to charge the Supplier the costs of storage of the Products and any other expenses related to the early delivery period.
7.4 The Supplier guarantees that the quantity of the Products delivered corresponds to the quantity indicated in the reference Purchase Order and in the documentation of delivery of the Product. Otherwise, Cultraro may, alternatively at its choice:
(i) accept the quantities actually delivered, and decrease or increase proportionally the quantities of the next deliveries;
(ii) request that the Supplier takes care, at its own expense, of the withdrawal of the Products in excess respect to those orderd, charging him the custody and conservation expenses (for the case in which the replacement is not immediate). In any case, Cultraro reservs the right to ship directly the Products back at the expense and at the risk of the Supplier;
(iii) require the Supplier to immediately send the quantities of the Products that turned out to be missing, applying in any case the penalties for delay as well as any charges, expenses and damages resulting from the breach of the Supplier;
(iv) refuse the receipt of the Products and require the Supplier to withdraw the Products at his own expense and risk, without prejudice to any further remedy and compensation;
(v) reduce the price proportionally;
7.5 In case of delay in delivery of the Products, Cultraro will have, at its discretion, the following options:
(i) Set another term within which the Supplier will have to deliver the Products;
(ii) Obtain the supply from other suppliers, at the expense and risk of the Supplier, with the sole burden of communicating it to the Supplier;
(iii) In addition to the above points (i) and (ii), apply to the Supplier the penalties, without prejudice to any further damage suffered by Cultraro as a consequence of such delay.
7.6 It remains however understood that, in addition to the rights set out in this article, Cultraro will have the right to terminate the Purchase Order pursuant to art. 15 ( termination for breach of Supplier).
8. TRANSFER OF PROPERTY
8.1 The property of the Products and the related risks are considered transferred only upon the delivery of the same in accordance with the provisions of the reference Purchase Order.
9. PRICE AND PAYMENTS
9.1 The price of the Products will be indicated in the Purchase Orders. Such prices are to be considered fixed and not subject to revisions or adjustments, unless otherwise agreed in the Purchase Order.
9.2 The payments must be made in accordance with the provisions of each Purchase Order and of the Specific Terms and Conditions.
9.3 It remains also understood that: (i) Cultraro is entitled to set off any amount referred to the consideration with any sum due, for whatever reason, even in terms of compensation of damages, by the Supplier in favor of Cultraro; (ii) in the event of non-fulfillment by the Supplier, also partial, of any of the obligations contained in these General Terms and Conditions.
10.1 The Supplier grants warranty for any discrepancies and defects of any kind, even if latent, so as for the proper, correct and good functioning of the Products supplied for a period of 36 (thirtysix) months from the delivery of the Products to Cultraro, except as otherwise stated in the Specific Terms and Conditions.
10.2 The Supplier warrants that the Products are free from defects or lack of quality resulting whether from a defect in design, material or production.
10.3 In the case in which, during such warranty period, Cultraro were to discover the existence of defects / discrepancies of the Products, it must notify in writing the Supplier 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 non-compliant Products or of the entire lot of Products, of which the defective ones are parte of, by and at the Supplier's expenses; in such case the Supplier must take all appropriate actions at its own expenses in order to provide timely repair and/or replacement of the Products that are not properly functioning and/or are affected
(ii) the reduction of the price of the non-compliant Products or of the lot of Products and the compensation with any damages or costs sustained by Cultraro, without prejudice to the Supplier's liability for any further claim for compensation of damages filed by Cultraro;
(iii) The termination for breach, refuse payment for non-compliant Products and ask for the refund of any amounts already paid.
10.4 In any case, Cultraro reserves any further right, including the application of Penalties, as well as compensation for any further damages, and the right not to pay the price of non-compliant Products.
10.5 If the Supplier 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 Supplier, without prejudice to the compensation for any cost and/or for any damage anyhow suffered or bone by Cultraro.
10.6 If deemed necessary, at the sole discretion of Cultraro in relation to the type and nature of the faults, defects and/or malfunctioning affecting one or more Products, the Supplier shall also, upon written request of Cultraro and within the terms set by the latter, provide for the replacement of all the Products at its own care and expenses, under penalty of termination of the Purchase Order.
10.7 Without prejudice to the case of elimination of the defects directly by Cultraro, as foreseen under this article, the Supplier warrants in any case that the repaired and/or replaced Products will be covered by the same warranty for a period of 24 (twenty four) months from the date of replacement or of repair.
11. LIABILITY OF THE SUPPLIER
11.1 The Supplier is exclusively liable for any damage caused to Cultraro and/or to third parties for breach of the Law or for malpractice/negligence and for any damages, costs and/or expenses arising and/or connected to the supply of Products and to alleged defects and / or non-compliance of the same, without prejudice to the right of Cultraro to compensate any amount due.
11.2 The Supplier is also solely liable for any injury or damage caused by its personnel to any employees or property used by Cultraro and to third parties and / or property of third parties in general, this meaning that Cultraro is free and relieved from any responsibility in this regard;
11.3 In any case, the Supplier undertakes to hold harmless and indemnify Cultraro from any and all claims for compensation of any kind, from anyone filed against Cultraro and arising or connected to the Products supplied or anyhow related to the supply relationship.
11.4 The Supplier undertakes in any case to communicate promptly – and in any case not later than 5 (five) Days from the event – any claim of third parties filed against him for whatever reason. In the event that third parties file a judicial action against Cultraro, the Supplier will bear all charges and any resulting cost, including any expenses incurred for the legal defense. In this case, Cultraro will promptly inform in writing the Supplier of such judicial actions.
11.5 The Supplier undertakes to refund Cultraro any charge and expense beard by Cultraro by way of compensation for damage caused to third parties by the Supplier and not paid by the Supplier, authorizing since now Cultraro to withhold from the sums due to the Supplier, the amount of the expenses incurred in.
11.6 It remains however understood that in case of breach of the provisions of this article, Cultraro will be entitled to terminate the Purchase Order pursuant to art. 15 herein below.
12. PRODUCT LIABILITY
12.1 The Supplier undertakes to keep harmless and indemnify Cultraro from any claim of third parties concerning defects of the Products resulting from non -conformity / non-compliance with the provisions of Law referred to the protection of safety, health, environment and/or with regulations on construction and/or certification of Products, without any time limitation and therefore also beyond the expiry of the warranty period.
12.2 Cultraro will inform the Supplier as soon as it becomes aware of the fact that the breach of the Law provisions or the statement of its responsibility is connected.
13.1 Cultraro will have the right to apply to the Supplier the penalties better described in the Specific Terms and Conditions.
13.2 The application of each type of penalty (by way of example and not of limitation, for late delivery, quantitative / qualitative non -compliance) is combinable and does not exclude the right of Cultraro to terminate the Purchase Order.
13.3 In any case, without prejudice to the right of Cultraro to claim compensation of any and all further damages in addition to the above penalties.
14.1 Except as provided in the Specific Terms and Conditions, the Supplier undertakes to enter into and to maintain in force for the duration of the Order an appropriate insurance policy with a leading insurance company, in order to guarantee its production plants against the risks of theft, fire, damage, destruction and the risk of civil liability towards third parties, with a minimum coverage equal to the value of the Order or the Purchase Order in the case of a single supply.
14.2 The Supplier also undertakes to enter into an appropriate insurance policy for civil liability arising from Products, fully coverning any and all damages to third parties or to goods of third parties, arising out of and/or connected to the Products supplied by Supplier.
14.3 The insurance policies entered into by the Supplier shall include the waiver by the insurance company to request compensation against Cultraro.
15. TERMINATION FOR BREACH OF THE SUPPLIER
15.1 Without prejudice to the right for compensation of damages, Cultraro will be entitled to terminate the Purchase Order by means of a simple written notice pursuant to art. 1456 Italian Civil Code, with which Cultraro declares its intention to invoke the termination clause , if the Supplier commits a breach of the provisions of articles 4, 5, Errore. L'origine riferimento non è stata trovata., 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., 20, Errore. L'origine riferimento non è stata trovata., 22, of these General Terms and Conditions and/or for cases expressly foreseen by the Specific Terms and Conditions and /or upon occurance of one of the following circumstances:
(i) breach of the requirements and/or of the minimum technical specifications set by the Law and the Contractual Documentation of the Products;
(ii) delay exceeding 60 (sixty) days in the delivery of the Products, respect to the specific Delivery Dates set out in the Purchase Order, or respect to the different deadline stated in the Purchase Order and in the Specific Terms and Conditions;
(iii) repeated non-compliance of the Products for a number stated in the Specific Terms and Conditions;
(iv) if the Supplier has failed to fulfill one of the obligations set out in the reference Purchase Order and following a written warning by Cultraro fails to remedy the notified infringement within the deadline established by Cultraro.
16.1 Cultraro will be entitled to withdraw from any Order in any moment and for whatever 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 the event of excercise of the right of withdrawal, Cultraro will be obliged to pay in favor of the Supplier only the expenses incurred in and the works carried out.
16.3 Cultraro will also be entitled to withdraw from the Purchase Order in case of changes in the financial conditions of the Supplier that jeopardizes the performance of the services and / or the execution of the contractual obligations, as well as, for the case in which the Supplier is a legal entity in case of any change of ownership (including by way of example but not of limitation also the cases of sale of the business or of a business unit,) or of the corporate control.
17. LEGISLATIVE DECREE N. 231/2001
17.1 The Supplier 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 Supplier 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 Supplier 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.
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. TRANSFER OF PROPERTY
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 Products, inconsistent with the production requirements of Cultraro, the latter will have the right to have the Products supplied 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 Order in relation to which the force majeur event occured, by giving prior written notice to the Supplier, by registered letter, without any compensation due in favor of the Supplier.
20. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
20.1 The Supplier declares and warrants that the Products do not infringe patents, trademarks, models, copyrights and other intellectual and industrial property rights of third parties and that it is entitled to transfer to Cultraro the full right to use, incorporate and market the Products.
20.2 The Supplier acknowledges that all the intellectual and industrial property rights (including by way of example and not of limitation: the specifications, drawings, charts and all other technical specification,) that Cultraro delivers for the supply of Products are and remain the exclusive property of Cultraro and are subject to exclusive intellectual and industrial property of the latter. The Supplier therefore undertakes not to use them in any way except for the execution of the Purchase Order. In particular, and by way of example and not of limitation, the Supplier undertakes:
- not to copy them and reproduce them, unless it is necessary for the execution of the Purchase Order;
- not to use them for productions unrelated to those specified in the Purchase Order or in favor of third parties;
- not to transmit them, disclose them to third parties or allow that third parties acquire knowledge about them, except in the case in which this is necessary for the execution of the Purchase Order. In this case, however, it must be requested prior written permission from Cultraro.
The Supplier undertakes to keep the material mentioned above (as well as the related copies and reproductions of the same eventually made in relation to the Purchase Order) in good condition, bearing all responsibility connected with its custody, even for the case of loss or theft, and to return it to Cultraro in good condition when it finishes to use it.
20.3 The Supplier undertakes to indemnify, hold harmless and compensate Cultraro against any claim, request, damages or expenses arising from third party claims.
20.4 The breach of the obligations of the Supplier set out in this article will entitle Cultraro to terminate all the Orders in place for breach of Supplier, pursuant to art. 1456 Italian civil code, without prejudice to Cultraro’s right to compensation for damages.
21.1 Without prejudice to the foregoing, the Supplier undertakes not to disclose to third parties, without prior written consent of Cultraro, the information provided by the latter for the execution of the Purchase Orders and to use them exclusively for such purposes.
21.2 The Supplier 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 Supplier 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 supply referred to the Purchase Order, the Supplier 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 manufacture of the Products. The Supplier 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 Supplier 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 Supplier pursuant to art. 1456 Italian civil code.
22. PROHIBITION OF ASSIGNMENT OF THE PURCHASE ORDER AND OF THE CREDITS
22.1 The Supplier may not assign and / or entrust to subcontractors, in whole or in part, the Purchase Order, nor any credit or obligation arising out of it.
22.2 The Supplier also undertakes not to sell, transfer or assign to third parties any credit towards Cultraro and based on the payment of the consideration referred to each specific Purchase Order.
22.3 In case of breach by the Supplier of the provisions of this article, Cultraro will be entitled to terminate the Purchase Order, by means of a written communication pursuant to art. 1456 Italian civil code and 15 of the present General Terms and Conditions. In the case in which more Purchase Orders are entered into with the Supplier, Cultraro, without prejudice to the foregoing, has the right to terminate only the Purchase Orders, in relation to which the breach occured.
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.