STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
1. Definitions and Interpretation
1.1 Capitalized terms contained in these standard Terms and Conditions for the supply of Goods and Services shall have the following meanings:
“Affiliate” or “Affiliates” means any other person or entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Supplier. For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise;
“Business Day” means any day other than a Saturday, Sunday or bank holiday in the country where the Supplier has established its registered office;
“Customer” means the person or entity that issues an Order for the purchase of Goods or to obtain Services from the Supplier;
“Confidential Information” means: (a) all proprietary, fiscal, commercial, financial, technical, operational or other information in whatever form (including information disclosed orally or electronically), including but not limited to trade secrets. IP Rights and information concerning the business and affairs of a Party; (b) the contents of the Contract; (c) any other information that is of a confidential nature or that has been marked as confidential; (d) any discussions and negotiations and other documentation between the Parties pertaining to items (a) to (c) above;
“Contract” means the agreement concluded by the Parties based on these Terms and Conditions and the relevant Orders issued by the Customer to the Supplier, for the purchase of the Supplier's Goods and/or Services;
“Force Majeure Event" unforeseeable and exceptional event that is beyond the reasonable control of the Party invoking it, including but not limited to acts of terrorism, riots and civil unrest, wars, strikes, labor disputes, acts of God, fires, epidemics and pandemics, inability to obtain raw materials or energy for manufacturing, government sanctions, blockage, embargo, transportation interruptions, or any other causes beyond the control of the Parties hereto, but excluding any payment obligation on the part of Customer;
“Goods” means the tangible or intangible property sold by the Supplier to the Customer;
“IP Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Order” means the written purchase order issued by the Customer to Supplier or any of its Affiliates, as applicable, for the purchase of Goods and/or Services;
“Party” means the Supplier or any of its Affiliates, as applicable, and the Customer;
“Parties” means the Supplier and any of its Affiliates, as applicable, and the Customer;
“Services” means the work and/or intellectual services provided by the Supplier to the Customer;
“Supplier” means GVS S.p.A., a company incorporated under the laws of Italy, with registered office in Via Roma 50, Zola Predosa (Bologna), tax code 03636630372, VAT number 00644831208 and/or its Affiliates, as may be applicable.
“Terms and Conditions” means these standard terms and conditions for the supply of Goods and Services.Words in the singular also include the plural and vice versa. Section headings are for convenience only and shall not limit the meaning or construction of the Terms and Conditions. Any reference to a section means a section of these Terms and Conditions. Any reference to a specific item as included within a general category shall not exclude items of a broader or similar nature, unless otherwise expressly stated.
2. Scope and application
2.1 These Terms and Conditions set forth the general terms and conditions governing the sale of the Supplier’s Goods and/or Services to the Customer and, together with the Orders, form an integral part of all Contracts entered into between the Parties.
2.2 These Terms and Conditions shall apply to all sales of Goods and/or Services by the Supplier to the Customer, without the need for further reference, incorporation, or approval, and shall therefore govern all future transactions between the Parties.
2.3 The Customer’s acceptance of the delivery of the Goods and/or Services, as the case may be, shall constitute full, unconditional, and irrevocable acceptance of these Terms and Conditions.
2.3 Unless expressly accepted in writing by the Supplier, regardless of any provision to the contrary contained in the Orders or in any other document, email or other form of communication between the Parties, these Terms and Conditions shall prevail and shall be paramount over any general or specific (i) terms and conditions of purchase of the Customer and any terms and conditions established by the Customer, and (ii) a third-party’s terms and conditions concerning a transaction between the Customer, Supplier, and such third-party, (iii) any additional or different terms in the Customer’s Order or other documentation issued by Customer in connection sales of Goods and/or Services by the Supplier are hereby objected to and rejected by Supplier.
3. Orders
3.1 Each Order, without prejudice to the acceptance by means of concluding behaviors, is to be considered valid and accepted by the Supplier only if confirmed in writing by the latter.
3.2 Each Order shall be deemed firm and irrevocable and shall no longer be cancelled by the Customer from the moment it has been confirmed by the Supplier in the aforementioned terms. It is understood that in the event of cancellation of the Order attributable to the Customer, any costs incurred up to that time by the Supplier (by way of example, the costs incurred for the development and testing of the Goods, the costs of procurement and for handling, packing and storage of the Goods) up to that time of cancellation shall be fully charged to the Customer.
3.3 The Supplier reserves the right to evaluate and accept whenever possible any requests for changes from the Customer, subsequent to confirmation and/or initiation of execution of the Order, notwithstanding the right to the payment of the Supplier for the activities already performed and for the costs already incurred up to that time, as well as the new activities to be carried out and the costs to be incurred due to the requested changes.
4 Prices
4.1 The prices of the Goods and Services are as listed in the Supplier’s price list (as updated on the date of its release or publication) and/or in the quotations and/or in the Order confirmation. The prices indicated in the price list or in the quotation are not binding for the Supplier. Until the issuance of the Order confirmation, the Supplier may, at its sole discretion, modify the prices, including but not limited to in the event of an increase in the cost of raw materials or other materials required for the manufacturing of the Goods, labor, energy, transportation, insurance, or logistics costs, currency fluctuations, as well as in the event of increased taxes or duties, including tariffs, customs duties, imposed by any governmental authority having jurisdiction over the Goods, Services, and/or Order, or as a result of any other change in market conditions or applicable law.
4.2 The Parties shall review in good faith the prices in the event that, after the date of the Order confirmation, (i) export or import duties, customs charges, tariffs, taxes on export, import and delivery or similar charges increase as a result of decisions made by governing authorities; and/or (ii) new duties, tariffs, taxes and/or charges are introduced and implemented in respect of the relevant Goods or their sale; and/or (iii) raw materials, transportation costs or other cost components affecting the prices in the Order confirmation significantly increase; and/or (iv) there is a significant change in exchange rates affecting the prices.
4.3 The price is exclusive of any applicable value added tax, sales tax, use tax and or other taxes or charges of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods or Services, which the Customer shall additionally be liable to pay to the Supplier or the competent authority, as may be applicable.
4.4 Without limiting the foregoing, Supplier shall not be liable for any increase in costs, delay in performance, or inability to perform arising directly or indirectly from the imposition of, or change in, any tariffs, duties, taxes, levies, import or export restrictions, or similar governmental charges, whether newly enacted or increased after the date of the Order Confirmation, or currency fluctuations, or any resulting disruption in the availability or cost of materials, components, or labor. Any such delay or failure shall extend the time for performance accordingly or excuse performance, in whole or in part, as may be commercially reasonable under the circumstances without additional cost or burden to Supplier.
5. Payment Terms
5.1 Unless otherwise agreed in writing between the Parties, payment of invoices shall be made in full and in accordance with the terms and conditions set out in the Order confirmation. Time for payment shall be of the essence. All payments shall be made to the Supplier in the currency indicated in the Order confirmation or as agreed upon, in writing, by the Parties.
5.2 Without prejudice to any other remedy available to the Supplier under the Contract, the Supplier shall be entitled at any time and at its sole discretion to suspend the supply of Goods and/or the Services and/or to cancel Orders in progress if payment is not made by the due date and shall not resume supply until all overdue amounts have been paid in full. The Customer shall not be entitled to delay payment of any amount due to the Supplier and hereby waives any right to raise objections, including but not limited to set-off or deductions, except as required by law.
5.3 Interest shall accrue on all overdue amounts from the due date until the date of full and final payment, including any accrued interest, whether before or after the commencement of legal proceedings; such interest shall be calculated at the maximum legal rate permitted under the governing law of the Contract. The Customer shall also reimburse the Supplier for all costs and expenses, whether judicial or extrajudicial, which are reasonably incurred by Supplier in connection with the collection of overdue payments, including Supplier’s reasonable legal fees and cost of suit.
5.4 The Supplier may require the Customer to secure payment by means of a first demand bank guarantee or an irrevocable and confirmed letter of credit, issued by a reputable bank or financial institution acceptable to the Supplier. Unless otherwise agreed in writing, all costs and expenses related to such guarantees or letters of credit shall be borne by the Customer.
5.5 Based on the Customer’s financial condition or any change thereof, the Supplier may, at its sole discretion, require full or partial advance payment prior to delivery. The Supplier reserves the right to withhold delivery if the Customer fails to provide the requested security or advance payment. If the Supplier has reason to believe that the Customer is or will be unable to meet its contractual obligations, it may, at its sole discretion, amend or revoke any previously granted payment terms. In such cases, the Supplier may withhold delivery of the Goods and/ or supply of the Services until full payment has been received, without incurring any liability towards the Customer.
5.6 The Customer shall bear full responsibility for any consequences arising from its failure to comply with payment obligations. In such cases, the Supplier shall not be liable for any refusal to process Orders, deliver Goods, supply Services or grant or maintain payment terms. In any event, failure to pay amounts due on the agreed dates shall result in: (i) the application of interest as per Section 5.3 above; (ii) the acceleration of all outstanding payments; and (iii) the Supplier’s right to reclaim unpaid Goods, without prejudice to any other rights or remedies available under applicable law.
5.7 The Supplier shall be entitled to set off any amount owed to the Customer against any amount due from the Customer to the Supplier.
5.8 The Customer shall not be entitled to set off any claims it may have against the Supplier, including those arising from other commercial relationships, nor shall it withhold any payments due to the Supplier, including in connection with claims relating to the Goods and/or the Services.
6. Delivery
6.1 Unless otherwise agreed in writing by the Parties, the Goods shall be sold EX WORKS (Incoterms® 2020).
6.2 The Goods shall be supplied in accordance with the terms set out in the relevant Orders. The Supplier shall accompany each lot of Goods delivered under an Order with the documentation specified therein.
6.3 Each Order confirmation shall include, at a minimum: (a) the name and quantity of the Goods, (b) the delivery time(s), date(s), and location(s), and (c) the applicable Incoterm® 2020.
6.4 Delivery dates and times are indicative and not binding on the Supplier. If the Supplier anticipates that it will be unable to deliver the Goods on the agreed delivery date specified in the Order, it shall promptly notify the Customer in writing, indicating, where possible, the expected delivery date. If the delay exceeds thirty (30) calendar days, which is considered as the tolerance period, the Parties shall discuss and agree upon appropriate corrective actions, that may include arranging expedite shipment of the missing Goods.
6.5 The Supplier shall not be liable for delays caused by a Force Majeure Event or by circumstances not attributable to the Supplier. In any case, the Supplier shall not be liable for delays resulting from the Customer’s request to modify the Goods or from the Customer’s own acts or omissions. Any such delays shall automatically extend the Delivery schedule without liability to the Supplier.
6.6 In the event of a delay in delivery attributable to the Customer, the Supplier reserves the right to charge the Customer for any costs incurred as a result of such delay (including, but not limited to, storage costs). Furthermore, in the event of non-collection of the price of the Goods due to reasons attributable to the Customer, the Supplier reserves the right to charge Customer its reasonable legal fees and expenses incurred in recovering its credit.
6.7 Unless otherwise agreed in writing by the Parties, where the Goods are to be delivered in instalments, each instalment shall be deemed to constitute a separate contract. Accordingly, any failure by the Supplier to deliver one or more instalments of Goods in accordance with these Terms and Conditions, or any claim by the Customer in respect of one or more instalments, shall not entitle the Customer to terminate the Contract as a whole or to suspend payment for any other instalment.
7. Specifications
7.1 The specifications for the Goods shall be as set out in the Supplier’s Order Confirmation and sales documentation, unless expressly varied and agreed in writing between the Parties. The Goods shall be supplied only in the minimum units (or multiples thereof) stated in the Supplier’s price list or in multiples of the sales order as specified. Orders for quantities other than these will be adjusted accordingly. Any illustrations, photographs, or descriptions in catalogues, brochures, price lists, or other documents issued by the Supplier are provided for guidance only and shall not be binding on the Supplier.
7.2 The Supplier reserves the right to make any changes to the specifications of the Goods that are necessary to comply with applicable safety, statutory, or regulatory requirements, or, where the Goods are to be supplied in accordance with the Supplier’s specifications, changes that do not materially affect their quality or performance.
7.3 The Supplier shall be entitled to make any changes to the Services that are necessary to comply with applicable laws or safety requirements, or that do not materially affect the nature or quality of the Services.
7.4 Where the Goods are to be manufactured in accordance with a drawing, design, or specifications provided by the Customer, the Customer shall indemnify and hold the Supplier harmless against all claims, liabilities, costs, expenses, (including Supplier’s reasonable legal fees), damages, and losses of any kind (whether or not reasonably foreseeable or avoidable) incurred by the Supplier in connection with any claim that the drawing, design, or specification provided by the Customer infringes the intellectual property rights or any other rights of a third party.
8. Proper Use
Customer shall use and store the Goods in a careful and proper manner consistent with Supplier's written instructions. Customer shall comply with all federal, state, municipal, and other applicable laws, ordinances, and regulations relating to the possession, maintenance, storage, use or disposal of the Goods.Failure to use the Goods in compliance with these terms voids all warranties. Customer agrees to use the Product solely for their intended applications. Customer shall not modify the Goods. If applicable to the specific category of Goods supplied to the Customer, only licensed and trained individuals may use the Goods. The Customer shall indemnify and hold harmless the Supplier from and against any liability, loss, or damage (including reasonable attorneys’ fees and costs) arising from the Customer’s failure to comply with this Section.
9. Termination
9.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Order or suspend any further deliveries of Goods to, or the provision of Services to, the Customer, without liability to the Customer.
9.2 The Supplier reserves the right to terminate the Contract, in whole or in part without liability and with immediate effect, by written notice to the Customer in the event that:
a) the Customer commits a material breach of the Contract and, if such breach is capable of remedy, the Customer fails to remedy such breach within thirty (30) calendar days after receipt of written notice from Supplier of such breach; or
b) a statutory or regulatory change makes the supply of Goods or Services to the Customer illegal or unenforceable.
9.3 Each Party reserves the right to terminate the Contract, in whole or in part, without liability, with immediate effect and by written notice to the other Party if the other Party files or has filed against it any bankruptcy, liquidation, or dissolution or any similar proceeding under applicable law or enters into any form of arrangement with its creditors that is not dismissed within sixty (60) calendar days of filing.
9.4 Upon termination of the Contract:
i) any outstanding Order(s) shall remain in force and shall be performed in accordance with the Contract. The terms of the Contract shall remain valid and effective to the extent required for and until completion, termination or expiry of all such outstanding Orders and payment in full is received by Supplier as to any Order. For the purpose of clarity, the Parties acknowledge and agree that: a) no new Orders will be entered into under the Contract after the date of termination of the Contract; and b) any Order entered into before and still in force on the date of termination of the Contract shall be deemed to be outstanding and shall be performed in compliance with the Contract;
ii) all outstanding balances owed by the Customer to the Supplier shall become immediately due and payable to the Supplier;
iii) the Customer shall purchase all the existing stock of Goods as of the date of effectiveness of the termination of the Contract not later than two (2) months following such date (or within a different term agreed in writing by the Parties) at the commercial conditions equal to those applied for the purchase of the Goods as of the date of effectiveness of the termination of the Contract;
iv) neither Party shall have any further obligations to the other Party, except for any rights or obligations that have accrued before termination and as provided for in these Terms and Conditions;
v) termination or expiry of this Contract shall not release either Party from any liability that has already accrued to the other Party at termination or expiry;
vi) subject to the provisions of Section 16, each Party shall promptly return to the other Party or delete any of the Confidential Information in its possession; and
vii) any provision of these Terms and Conditions which, by its nature, would survive termination or expiration of the Contract will survive any such termination or expiration of the Contract including, but not limited to Section 13. (Warranty); Section 14. (Limitation of Liability); Section 16. (Confidentiality); Section 17 (IP Rights) Section 21 (Governing Law and Jurisdiction) and Section 22 (Notices).
10. Claims
10.1 In case of missing quantities and/or visible defects and/or non-conformity of the Goods, the Customer must submit a claim, within and no later than fifteen (15) calendar days from the date of each delivery exclusively by written notice to the Supplier, which in any case reserves the right to investigate if the claim is valid. Claims submitted after the expiration of forging notice period will not be valid nor accepted by Supplier.
10.2 Should a claim be deemed valid, as reasonably determined by Supplier, the Supplier shall replace the defective Goods or provide the missing ones to Customer in a timely manner and in any case within the terms agreed in writing between the Parties.
10.3 Claims for latent defects of the Goods must be reported to the Supplier, under penalty of forfeiture, within and no later than eight (8) Business Days from the date of discovery exclusively by written notice to Supplier.
10.4 It is expressly agreed that, in the event the Customer alleges defects in the Goods or discrepancies with the Specifications, the Customer shall not, whether directly or indirectly, process, modify, dispose of, transfer, assign, or market the Goods in any manner, nor permit any third party to do so. The Customer shall provide written confirmation of the foregoing to the Supplier and shall promptly make the Goods subject to the claim available to the Supplier for inspection. In any event, the Customer shall refrain from using the Goods at all times, including after the claim has been raised.
10.5 Prior to returning any defective Goods, Customer must obtain the prior written authorization of Supplier and shipping instructions.
10.6 It is understood that any complaints or claims shall not entitle the Customer to suspend or, in any case, delay the payments of other Goods supplied to Customer which are not included within the scope of any such claim.
11. Performance of the Services
11.1 The Supplier shall use reasonable commercial efforts to meet any performance dates specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
11.2 The Customer shall:
a) co-operate with the Supplier in all matters relating to the Services;
b) to the extent necessary for the supply of the Services, provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises in full compliance with safety regulations;
c) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
d) obtain and maintain all necessary licenses, permits, permissions and consents which may be required before the date on which the Services are to start; and
e) if applicable, keep and maintain all materials, equipment, documents and other property of the Supplier at the Customer's premises in safe custody at its own risk and not dispose of or use such materials other than in accordance with the Supplier's written instructions or authorization.
12. Title and Risk on Goods
12.1 The risk of damage to or loss of the Goods shall pass to the Customer in accordance with the applicable Incoterms 2020 provisions.
12.2 Notwithstanding delivery and the passing of risk of loss in the Goods, or any other provision of these Terms and Conditions, title to the Goods shall not pass to the Customer until the Supplier has received full payment of the price of the Goods in cash or cleared funds (regardless of whether the Goods are delivered in instalments and partially paid for by the Customer under these Conditions).
13. Warranty and Warranty Disclaimers
13.1 The Supplier warrants that:
a) the Goods when delivered to the Customer (in consistency with applicable Incoterm 2020): (a) be free from material defects in material and workmanship, and (b) have been manufactured in a manner consistent with the specifications agreed upon between the Parties. The forgoing warranty shall apply until the labeled expiration date of the Goods set forth on the original packaging, unless a different warranty period is expressly agreed in writing by the Parties.
b) the Services will be provided using reasonable care and skill.
13.2 The forgoing warranty shall be void and the Supplier shall not be responsible for damages caused by modification, damage, misuse, improper treatment, accident, negligence, mishandling, wrong application method or improper storing conditions of the Goods by the Customer or its successors in title or interest.
13.3 THE SUPPLIER SHALL NOT BE LIABLE FOR THE FAILURE OF THE GOODS TO COMPLY WITH THE WARRANTY SET FORTH IN SECTION 13.1 (A) ABOVE IN ANY OF THE FOLLOWING EVENTS: I) ANY DEFECT IN THE GOODS ARISING FROM ANY DRAWING, DESIGN OR SPECIFICATION SUPPLIED BY THE CUSTOMER; II) THE CUSTOMER ALTERS OR REPAIRS SUCH GOODS WITHOUT THE WRITTEN CONSENT OF THE SUPPLIER; OR III) ORDINARY WEAR AND TEAR. THE GOODS ARE SOLD AND DELIVERED TO CUSTOMER “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” WHETHER LATENT OR PATENT. THE SUPPLIER MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY MADE IN THESE TERMS AND CONDITIONS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, AND NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE SUPPLIER DOES NOT REPRESENT OR WARRANT THAT ANY COMPONENT OF THE GOODS DEPENDENT ON THE ACTIONS OR INACTIONS OF A THIRD-PARTY SHALL BE ACCURATE, COMPLETE OR FREE FROM DEFECTS OF ANY KIND. CUSTOMER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO INSPECT THE GOODS AND IS RELYING SOLELY ON ITS OWN EXAMINATION AND JUDGMENT.
14. Limitation of liability
14.1 CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF A SUPPLIER’S WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT OF THE GOODS OR RE-PERFORMANCE OF THE SERVICES AT SUPPLIER'S ELECTION. FOR ALL OTHER CLAIMS FOR DIRECT DAMAGES, THE SUPPLIER’S TOTAL LIABILITY TO THE CUSTOMER SHALL NOT UNDER ANY CIRCUMSTANCES, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR OTHERWISE, EXCEED THE SUM OF THE AMOUNTS PAID TO THE SUPPLIER DURING THE 12 (TWELVE) MONTHS IMMEDIATELY PRECEDING THE EVENT (OR THE FIRST EVENT IN A SERIES OF RELATED EVENTS) GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS. THE SUPPLIER’S LIABILITY UNDER ANY STATUTORY WARRANTY FOR PHYSICAL DEFECTS OF THE GOODS SHALL BE EXCLUDED.
14.2 THE SUPPLIER SHALL IN NO CIRCUMSTANCES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOSSES INCURRED BY THE CUSTOMER IN CONNECTION WITH THE SUPPLY OF THE GOODS OR THE CONTRACT, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, REPUTATION, REVENUE, PRODUCTION OR GOODWILL OR LOSSES OR EXPENSE RESULTING FROM THIRD PARTY CLAIMS.
14.3 NOTHING IN THESE TERMS AND CONDITIONS LIMITS ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR LIABILITY WHICH CANNOT LEGALLY BE LIMITED BY CONTRACT UNDER APPLICABLE LAW.
15. Force Majeure
15.1 Neither Party shall be liable to the other Party for any delay or omission in the performance of any obligation under this Contract, where such delay or omission is due to a Force Majeure Event.
15.2 Each Party, upon becoming aware of a Force Majeure Event that causes delays or the impossibility to perform its obligations under this Contract shall:
a) promptly notify the other Party of the occurring of such Force Majeure Event; and
b) use any reasonable effort to minimize any negative effect and to resume the performance of its affected obligations.
15.3 Notwithstanding the above, each Party shall be entitled to terminate this Contract if the Force Majeure Event continues for more than 90 (ninety) calendar days. It is understood that in case of such termination neither Party shall have the right to claim any damages against the other.
16. Confidentiality
16.1 Except as otherwise provided for herein, each Party shall:
a) hold Confidential Information in strict confidence and shall not disclose or otherwise make it available to any person without the written consent of the other Party;
b) use the Confidential Information solely for the purpose of performing its obligations under the Contract; and
c) keep Confidential Information securely and properly protected against theft, damage, loss and unauthorized access (including access by electronic means) and shall use the same degree of care that it uses for confidential information of like kind, but no less than reasonable efforts to ensure that Confidential Information is kept confidential.
16.2 The obligations set out in Section 16.1 shall not apply to any information which:
a) at the time of supply by (or on behalf of) the relevant Party is in, or subsequently comes into, the public domain, except through breach of any of the undertakings set out in this Contract;
b) the Party can prove was known or already in the Party’s lawful possession prior to its disclosure by (or on behalf of) the other Party;
c) subsequently comes lawfully into the possession of the Party or any of its respective Affiliates from a third party who does not owe the disclosing Party an obligation of confidence in relation to it;
d) was independently developed by the Party or any of its Affiliates without any reliance on any part of the Confidential Information;
e) the Parties agree in writing is not confidential.
16.3 Notwithstanding Section 16.1, each Party may disclose Confidential Information:
a) to its directors, officers and employees, to the extent such person needs access to the Confidential Information for the purposes of or in connection with this Contract provided that such directors, officers and employees shall comply with the obligations of such Party with respect to the Confidential Information;
b) to an Affiliate, to the extent such Affiliate needs access to the Confidential Information for the purposes of or in connection with this Contract and provided that (i) the Affiliate agrees to abide by the obligations of such Party with respect to the Confidential Information, and (ii) the Party who has disclosed the Confidential Information under this Contract shall remain responsible for such disclosure and liable for any breach of confidentiality obligations by its Affiliates;
c) to the extent necessary to enforce a Party’s rights under the Contract in a legal proceedings (or defense of a legal proceedings); and
d) to the extent required by any law, valid legal process, government, governmental department, agency or regulatory body, provided that the disclosing Party uses its reasonable commercial efforts to provide the other Party with prompt notice of such requirement in order to enable the non-disclosing Party to:
(i) seek an appropriate protective order or other remedy; or
(ii) consult with the disclosing Party with respect to taking steps to resist or narrow the scope of such request or requirement; and
(iii) disclose only that part of the Confidential Information as is required if such protective order or other remedy is not obtained.
The provisions of this Section shall survive the termination or expiry for any reason of the Contract.
17. IP Rights
17.1 Each Party retains exclusive ownership of all IP Rights belonging to it, developed or acquired prior to the entry into force of the Contract. As a consequence, no provision of the Contract may be interpreted as explicitly or implicitly granting the transfer of ownership of any IP Rights or any other right whatsoever from one Party to the other without a signed written agreement for said transfer.
17.2 Each Party shall furthermore remain the owner of all the documentation and information provided to the other Party and vice versa. Such communication of said information may under no circumstances and in no way be deemed as granting the receiving Party any usage right whatsoever or any license whatsoever over the IP Rights relating to the aforesaid information, except as otherwise expressly set forth in the Contract.
17.3 Customer shall not, as a result of any configuration or customization project, modification, alteration, enhancement or derivation, obtain any ownership to the Supplier’s technology or any IP Rights therein. All rights not expressly granted under the Contract are expressly reserved by the Supplier.
17.4 Customer shall not register, in Customer’s name, any third parties name or in Supplier’s own name, any trademarks, products, technology, designs, or patentable inventions of the Supplier. Furthermore, Customer shall not represent itself as the owner of any such mark, designs, inventions or IP Rights to any third-party. In case of infringement of the provisions of this section the Supplier shall be entitled to immediately terminate the Contract and to seek injunctive relief and /or damages from the other Party as a result of any such breach.
18. Assignment
18.1 The Customer shall not be entitled to assign or transfer all or part of its respective rights and obligations arising under the Contract without the prior consent in writing of the Supplier, as well as to assign or pledge the credits deriving from the same without prior written authorization by the Supplier.
18.2 The Supplier shall be entitled at any time to assign the Contract or to transfer all or part of its rights and obligations arising under the Contract to its Affiliates as well as to assign or pledge the amounts owed by Customer to Supplier under the Contract.
19. General Provisions
19.1 No waiver by the Supplier of any breach of the Contract by the Customer shall be deemed as a waiver of any subsequent breach of the same or any other provision.
19.2 No failure or delay by Supplier to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that (or any other) right or remedy and nor shall it preclude or restrict its further exercise.
19.3 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected thereby.
19.4 These Terms and Conditions are intended to benefit exclusively the Parties hereto and, where applicable, their respective successors and permitted assigns, and shall be binding upon and inure to the benefit of the same. No provision of these Terms and Conditions shall be enforceable by any person or entity other than the Parties and such successors and permitted assigns.
19.5 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other, or authorize either Party to make or enter into any commitments for or on behalf of the other Party.
19.6 The Order confirmation and these Terms and Conditions are deemed the final and integrated agreement between the Supplier and the Customer concerning the matters contained in these Terms and Conditions.
19.7 These Terms and Conditions may be amended only by a written instrument duly executed by authorized representatives of each Party.
20. Compliance with Laws
20.1 Each Party shall comply with all applicable laws, statutes, rules, and regulations of the United States of America, the European Union, and any other relevant jurisdictions in connection with the Goods and Services being furnished hereunder, including, without limitation: the U.S. Arms Export Control Act (AECA), the U.S. Export Administration Regulations (EAR), the U.S. Foreign Corrupt Practices Act (FCPA), U.S. economic sanctions regulations, U.S. anti-boycott laws, EU Council Regulation (EC) No. 2021/821 on dual-use items, EU anti-corruption and anti-bribery legislation and any applicable laws, regulations, or rules respecting payments to healthcare providers.
20.2 Each Party also undertakes not to engage in any activity that would cause the other Party to be in violation of such laws and regulations. Where required, each Party shall obtain all necessary licenses or authorizations for the export, re-export, or transfer of Goods, Services, software, or technology. Furthermore, each Party shall ensure that it does not contract with or transfer items to any person or entity listed on applicable denied or restricted party lists issued by the United States, the European Union or other relevant authorities.
21. Governing Law and Jurisdiction
21.1 These Terms and Conditions, the Order(s), and the Contract shall be governed in all respects by the laws of the country in which the registered office of the Supplier entity that entered into the contractual relationship with the Customer is located. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
21.2 Any disputes arising out of or in connection with the supply of Goods and/or Services, these Terms and Conditions, the Contract(s), or their performance, enforceability, validity, interpretation, termination, or expiration - as well as any related or connected matters- shall first be subject to an attempt at amicable settlement. Should such an attempt fail, the Parties agree to submit to the exclusive jurisdiction of the courts located in the place where the registered office of the Supplier entity that entered into the contractual relationship with the Customer is situated
21.3 Notwithstanding Sections 21.1 and 21.2 above, the Parties agree that, where the Affiliate which entered into the contractual relationship with the Customer has its registered office in the United States of America, then: i) the T&C, the Purchase Orders and the Agreement and any non-contractual obligations arising out of or in connection with them shall in all respects be governed by, and interpreted in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles; ii) any dispute arising out of or in connection with this Agreement (including any dispute regarding its existence, validity, interpretation, execution, implementation, termination or enforcement, or the consequences of its nullity) shall be preliminarily subject to an attempt of amicable settlement. To the extent that such attempt of amicable settlement fails, each of the Parties hereby irrevocably and unconditionally: (a) consents to submit to the exclusive jurisdiction of the courts of the State of Delaware for any proceeding arising out of or in connection with this Agreement and agrees not to commence any such proceeding except before such courts; and (b) waives any objection to the laying of venue of any such proceeding in such courts. The Parties, knowingly and after consultation with counsel, for themselves and for their respective successors and assigns, hereby waive any right to trial by jury with respect to any claim arising out of or relating to this Agreement or any transaction contemplated hereby.
22. Notices
Any notice provided for or permitted to be given under these Terms and Conditions and the Contract must be in writing and addressed to the other Party at its address set forth in the Order Confirmation (or to any other address that the receiving Party may designate from time to time in accordance with this Section) and shall be delivered by nationally recognized overnight courier to the other Party. Except as otherwise provided herein, a notice shall be deemed given upon receipt (or refusal of receipt) by the receiving Party.
Version 04.2026