General Terms and Condition of Sale
1 – CONTRACT AND ORDERS.
These General Terms and Conditions of Sale (“GTCS”) shall apply to any and all business transactions and all future orders made by the Purchaser to FPS S.r.l. (The Company), even if these GTCS are not expressly referred to, mentioned or expressly accepted by the Purchaser, and shall supersede any terms and conditions of the Purchaser, including when a leasing company is involved. In any event receipt of goods, will express means acceptance of these GTCS. All offers and quotations made by the Company are not binding until orders by the Purchaser have been accepted in writing by the Company, and the project has been signed. Any confirmation from the Company that involves changes or additions to the order shall be deemed accepted by the Purchaser unless a request for variations is submitted within 15 days of receipt of the variation. The Company reserve the right to refuse new modifications after the expiration of the said deadline. Once a purchase order has been accepted by the Company, the Purchaser may not cancel it without incurring penalties for all costs incurred. In case of a delay caused by the Purchaser, prices will be updated. Orders are accepted on condition that any technical problems that may arise can be resolved without any price variation. If technical matters arise, the Company reserves the right to wave the order, returning the deposit or any payment received and the Purchaser waves all rights to request damages. The Company will notify the Purchaser of any such technical matter and possible alternative solutions. Goods are sold only to Purchaser with a VAT registration number and the minimum invoice amount is EUR 150 plus VAT. If the Purchaser is a Reseller he undertakes to ensure the Company's GTC of sale are accepted.
2 - SPECIFIC REQUIREMENTS.
The goods comply with general safety law legislation. According to that, the Purchaser shall comply with italian D. Lgs n. 277/1991 and shall specify whether the requested products must meet special noise-reducing level requirements, also through special components (noise reducer devices). Otherwise the Company will only inform the Purchaser if the product’s noise level is found to be equal or higher than 80 dB. 3
3 – PACKING, DELIVERY AND FORCE MAJEURE.
Unless agreed otherwise, goods shall be delivered to the Purchaser in accordance with the Incoterms ICC rule 2020, Ex-Works (EXW) for any domestic purchase, and FCA for any international purchase, at FPS premises. Purchaser must clear the goods for export, bear any associated costs, and handle the loading. The Purchaser agrees to bear and comply with all applicable import and export control laws and regulations now or hereafter in effect. Packaging costs are borne by the Purchaser, are billed at cost and are non-returnable. The goods become the Purchaser’s responsibility from the moment of the delivery even if the goods are collected by a carrier at the Company’s premises, even if sold free of carriage, or even if the Company bears the transport costs. If the transport is organized by the Company, the Purchaser must report any transport-related faults or defect upon receipt by placing a written reservation on the transport document and notifying it to the Company by fax or e-mail within 5 days. Failing this, the Company will not be responsible for any damage to the products during transport, even if the same is carried out with full or partial risk on the latter. All delivery dates quoted are estimates not guaranteed, do not constitute a contractual obligation. Delivery terms commence once all details are agreed upon and on condition all required payments are made by the Purchaser. In the event of delivery delays, the Purchaser has no right to cancel the order, revoke acceptance of the offer, terminate the contract and the Company shall not be liable for any direct or indirect damages.The delivery term is extended in case of: i) delays attributable to the Purchaser or its personnel; ii) technical difficulties; iii) when force majeure applies, such as any circumstances out the Company control (strikes, lockouts, war, fires, floods, delayed deliveries from sub-contractors, etc). In case of force majeure circumstances remain in force more than 4 months each party shall have the right to cancel non-executed part of the Contract without compensation of any possible losses to the Supplier. In case of a situation of force majeure at the moment the contract is signed, the Purchaser cannot cancel the contract nor ask for compensation of any possible losses. Partial deliveries shall always be accepted, and therefore a delayed partial delivery, not preventing the use of the product, does not constitute a breach. Delivery is considered completed when the Company informs the Purchaser that the goods are ready to be collected. From that date, all risks, costs and responsabilities (custody, maintenance and insurance, etc) are born by the Purchaser. In case of delivery delay due to the Purchaser, storage fees of EUR 30/day will apply.
4 – TEST ON COMPLETION.
Acceptance testing shall take place at the Company’s premises with its own technical procedures within 14 working days of delivery. The Purchaser’s attendance must be agreed upon in writing at least 5 days before. In any case, if the Purchaser does not attend the acceptance testing, or if it is agreed that he will provide for the test but he does not within the same term of 7 days, the tests s on completion shall be deemed to have been made with positive result and the product fully accepted by the Purchaser.
5 – PRICES, PAYMENT AND TERMINATION.
Price quotations are always net, on an Ex Works basis, Incoterms ICC rule, exclusive of VAT, taxes, packaging, disassembly, insurance and costs of every kind. In the event that the Purchaser is in breach of these Terms and Conditions, payment terms, or any agreements between the parties, also if a leasing company is involved, or it goes into bankruptcy or liquidation either voluntary or compulsory or if a receiver is appointed in respect to the whole or any part of its assets or is insolvent or his credit rate deteriorates, the Company is entitled to terminate the agreement with immediate effect and/or at his choice: (i) withhold future deliveries; and/or (ii) in case of delay of payment, apply default interests in compliance with art. 5 Italian Legislative Decree n. 192/2012, and on Dir. 2011/7/UE and further updating; (iii) suspend the fulfillment of his own obligations or suspend the functional effects of the goods with no liability in respect of any damages suffered by the Purchaser or any third party; (iv) take possession of the goods, wherever located, and remove the same, without a legal process or Purchaser authorization, at Purchaser’s expense; (v) waive discounts and any payment installments agreed and immediately seek the total amount due; and/or vi) keep the deposits and installments received as partial compensation, and reserve any right to seek damages. Without prejudice to the generality of the foregoing provisions, the Company shall not in any event be liable to the Purchaser for any indirect or consequential loss or damage. In any case the Purchaser shall not raise any question regarding the delivery of the goods until the balance is received by the Company. The Company can never be held responsible for claims or compensation for any amount exceeding the price of products, even in the event of resale of the goods to resellers or third parties. The Purchaser warrants that it or any person or entity which owns or controls, directly or indirectly, the Purchaser, or any of their directors, officers, employees: (i) is a target of any sanctions, export control, or import laws, or other regulations which are imposed from time to time; (ii) is not any entity 50% or more owned or any entity which is controlled, directly or indirectly, by a person under sanctions (i); (iii) will not take any actions that cause it to become a target of any Sanctions, but if the Purchaser becomes or expects to become target of any Sanctions, he must immediately notify the Company. The Company will be entitled to suspend or terminate at any moment with immediate effect the Contract if: (i) prevented from exporting the Equipment (or parts thereof) due to any Sanctions, or (ii) the Purchaser or any person or entity which owns or controls, directly or indirectly will become a target of any Sanctions and/or will violate any Sanctions. In all these cases the Purchaser will not be entitled to claim any compensation or damages whatsoever and it is under the Purchaser obligations to check if there is any sanction in place at the date of the signature of this agreement.
6 – WARRANTY AND DISCLAIMER.
Warranty is guarantee only in the Country where the delivery of the item take place, and any discrepancy has to be communicated to the Company who will price the items accordingly; in any event the assistance in a Country different from the Country where the items have been delivered will be bear by the Purchaser. Company guarantees that all products shall remain free from defects in material and workmanship for a period of 12 months from date of delivery provided that: (i) the Company receives written detailed notice of any non-conformance or defect in the goods within 8 days of receipt of the goods by the Purchaser, with registered letter, or, where the defect is not apparent on inspection upon delivery, within 8 days from the date such non conformance or defect is first discovered; and (ii); the goods are installed and maintained in strict accordance with the Company’s instructions and defects are not caused by Purchaser’s personnel or collaborators or from inexperience, negligence or imprudence in the management of the product, not in accordance with the instruction given by the Company; and (iii) such defect shall be deemed to the Company’s satisfaction to be the sole responsibility of the Company; and (iv) force majeure does not apply; and (v) the Purchaser has paid in full; and (vi) the Purchaser has not used any unauthorized substances or essences or altered the product in any way; and (vii) no third party has been involved; and vii) such defect does not arise from ordinary wear and tear; (viii) in any case the time limit to start a related proceeding must be within 12 months from the date of delivery. The above guarantee shall be limited to, at the option of the Company, and to the exclusion of any costs, either replacing, repairing or issuing credit. No exception to the time-limit applies, nor waiver applies, if the Company inspects the goods after the said term sub (i) and/or sub (viii) has expired. If the goods have been purchased by a third party, the third party warranty will be directly transferred to the Purchaser. Any other liability of the Company, such as, for example, liability for direct, indirect or consequential damages, loss of profit, etc., is expressly excluded. All defective parts or parts to be replaced must be sent to the Company together with the clear motivation and notification of the defect, at the expense of the Purchaser, and remain the property of the Company. The costs for the assembly and disassembly of the parts to be repaired and / or replaced, as well as those for packing and shipping the repaired or replaced parts, shall be borne by the Purchaser. The Company shall not be liable for any defect arising from any design, specification or information supplied by or requested by the Purchaser. The Purchaser accepts the most detailed guarantee of content which will be provided together with the product. The Parties agree that the product are compliant with the standards of EU legislation: the Purchaser expressly accept that any non-compliance with internal regulations – or standard, such as DIN or Onorm or others, does not constitute a defect of the items.
7 –RETENTION OF TITLE.
The ownership of the goods will not pass from the Company to the Purchaser until the Purchaser has fully paid for the goods, including possible interest or other fees incurred due to overdue payment. The Purchaser can use the goods, but until the goods have been paid in full, the goods must be stored separately from goods belonging to third parties; labeled as the Company's property; the Purchaser must allow the Company access to his premises to verify that the obligations are being complied with or to repossess the goods in case of breach of contract. Should the Purchaser resell the Products before completing payment to the Company, the Purchaser shall hold as trustee for the Company all monies recovered from the sale of the goods. If the Purchaser has incorporated the goods into other articles, upon request of the Company and at its own expenses, shall separate the goods and redeliver them to the Company. In case of outstanding payments, or in the case where the Purchaser goes into bankruptcy or liquidation either voluntary or compulsory or if a receiver is appointed in respect to the whole or any part of its assets or is insolvent or his credit rate deteriorates, the Company has the right to: (i) enter the Purchaser's premises to repossess the goods, as well as third parties premises if the goods have been sold, without Purchaser permission or without notification; and (ii) take any legal action, to keep any deposit received as partial payment and to seek damages. If the law of the country where the goods are located after delivery does not permit the Company to repossess the property, the Company shall be entitled to the benefit of such other rights in respect thereof as such law permits. The Purchaser shall give every assistance in taking any measures required to protect the Company's right of property or such other rights as aforesaid.
8 - LIEN.
Without prejudice of the retention of title clause n. 7, the Company shall have a general lien in respect of all sums due from the Purchaser upon all products to be supplied to the Purchaser or upon which work has been undertaken on the Purchaser’s behalf and, upon 14 days written notice to the Purchaser, may sell such products and apply the proceeds towards the satisfaction of any sums due to the Company from the Purchaser. The Company has also the right to register lien on the goods and the Purchaser shall take any necessary step, otherwise the Agreement will be terminated.
9 –INTELLECTUAL PROPERTY.
Any and all inventions, patent applications, patents, copyrights, trademarks and trade names, trade secrets, and information embodying proprietary data existing and owned by the Company as of the date of the order or made or conceived by employees, consultants, representatives or agents of the Company during the term of this Agreement, shall be and remain the sole and exclusive property of the Company. Purchaser shall have no rights therein. The Company reserve the right to change, at anytime, trademark, product details, and any of his distinguishing signs or product’s details.
10 – CONFIDENTIALY.
The Purchaser undertakes to treat with the utmost confidentiality all the information/data/designs/know-how/documentation transmitted by the Company or that it may come to know in connection with the execution of any sale contract, even if they is not marked or identified as secret or confidential, to adopt any and all measures required in order for its employees and collaborators do not disclose the confidential information to third parties or use it in an inappropriate way. The confidential information shall not be copied or reproduced in any way, unless with the prior written consent of the Company, and all the copies of the confidential information shall be immediately returned to the Company upon simple written request of the same.
11. SEVERANCE AND WAIVER.
If one or more clauses of these conditions is considered to be null or void according to the applicable law, the remaining clauses shall remain in force and the Parties agree to fulfil any lawful reciprocal obligation which might pursue the same objective of the clause or clauses which have been declared null and void The failure to exercise or delay in exercising a right or remedy provided by this General Terms and Conditions or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
12 – GOVERNING LAW AND JURISDICTION.
Any dispute or claim arising out of or in connection with these GTCS or subject matter shall be irrevocably governed and construed in accordance with the exclusive law of Italy specifically to the exclusive jurisdiction of the Courts of Bologna, Italy. To the extent allowed by law, the Company may take concurrent proceedings in any number of jurisdictions.
13 - PERSONAL DATA.
With reference to the Data Protection law, the personal data processing is performed in full respect of the Purchaser rights, fundamental freedom and dignity and is aimed at fulfilling accounting and administrative legal obligations. For this reason, the processing has its own legal basis in the execution of the contract and legal obligations. The Parties herewith declare to have received in full all information in accordance with art. 13 of Reg. (EU) 679/16 and give consent to the processing of personal data and the data of the Company they represent.
These General Terms and Conditions of Sale (“GTCS”) shall apply to any and all business transactions and all future orders made by the Purchaser to FPS S.r.l. (The Company), even if these GTCS are not expressly referred to, mentioned or expressly accepted by the Purchaser, and shall supersede any terms and conditions of the Purchaser, including when a leasing company is involved. In any event receipt of goods, will express means acceptance of these GTCS. All offers and quotations made by the Company are not binding until orders by the Purchaser have been accepted in writing by the Company, and the project has been signed. Any confirmation from the Company that involves changes or additions to the order shall be deemed accepted by the Purchaser unless a request for variations is submitted within 15 days of receipt of the variation. The Company reserve the right to refuse new modifications after the expiration of the said deadline. Once a purchase order has been accepted by the Company, the Purchaser may not cancel it without incurring penalties for all costs incurred. In case of a delay caused by the Purchaser, prices will be updated. Orders are accepted on condition that any technical problems that may arise can be resolved without any price variation. If technical matters arise, the Company reserves the right to wave the order, returning the deposit or any payment received and the Purchaser waves all rights to request damages. The Company will notify the Purchaser of any such technical matter and possible alternative solutions. Goods are sold only to Purchaser with a VAT registration number and the minimum invoice amount is EUR 150 plus VAT. If the Purchaser is a Reseller he undertakes to ensure the Company's GTC of sale are accepted.
2 - SPECIFIC REQUIREMENTS.
The goods comply with general safety law legislation. According to that, the Purchaser shall comply with italian D. Lgs n. 277/1991 and shall specify whether the requested products must meet special noise-reducing level requirements, also through special components (noise reducer devices). Otherwise the Company will only inform the Purchaser if the product’s noise level is found to be equal or higher than 80 dB. 3
3 – PACKING, DELIVERY AND FORCE MAJEURE.
Unless agreed otherwise, goods shall be delivered to the Purchaser in accordance with the Incoterms ICC rule 2020, Ex-Works (EXW) for any domestic purchase, and FCA for any international purchase, at FPS premises. Purchaser must clear the goods for export, bear any associated costs, and handle the loading. The Purchaser agrees to bear and comply with all applicable import and export control laws and regulations now or hereafter in effect. Packaging costs are borne by the Purchaser, are billed at cost and are non-returnable. The goods become the Purchaser’s responsibility from the moment of the delivery even if the goods are collected by a carrier at the Company’s premises, even if sold free of carriage, or even if the Company bears the transport costs. If the transport is organized by the Company, the Purchaser must report any transport-related faults or defect upon receipt by placing a written reservation on the transport document and notifying it to the Company by fax or e-mail within 5 days. Failing this, the Company will not be responsible for any damage to the products during transport, even if the same is carried out with full or partial risk on the latter. All delivery dates quoted are estimates not guaranteed, do not constitute a contractual obligation. Delivery terms commence once all details are agreed upon and on condition all required payments are made by the Purchaser. In the event of delivery delays, the Purchaser has no right to cancel the order, revoke acceptance of the offer, terminate the contract and the Company shall not be liable for any direct or indirect damages.The delivery term is extended in case of: i) delays attributable to the Purchaser or its personnel; ii) technical difficulties; iii) when force majeure applies, such as any circumstances out the Company control (strikes, lockouts, war, fires, floods, delayed deliveries from sub-contractors, etc). In case of force majeure circumstances remain in force more than 4 months each party shall have the right to cancel non-executed part of the Contract without compensation of any possible losses to the Supplier. In case of a situation of force majeure at the moment the contract is signed, the Purchaser cannot cancel the contract nor ask for compensation of any possible losses. Partial deliveries shall always be accepted, and therefore a delayed partial delivery, not preventing the use of the product, does not constitute a breach. Delivery is considered completed when the Company informs the Purchaser that the goods are ready to be collected. From that date, all risks, costs and responsabilities (custody, maintenance and insurance, etc) are born by the Purchaser. In case of delivery delay due to the Purchaser, storage fees of EUR 30/day will apply.
4 – TEST ON COMPLETION.
Acceptance testing shall take place at the Company’s premises with its own technical procedures within 14 working days of delivery. The Purchaser’s attendance must be agreed upon in writing at least 5 days before. In any case, if the Purchaser does not attend the acceptance testing, or if it is agreed that he will provide for the test but he does not within the same term of 7 days, the tests s on completion shall be deemed to have been made with positive result and the product fully accepted by the Purchaser.
5 – PRICES, PAYMENT AND TERMINATION.
Price quotations are always net, on an Ex Works basis, Incoterms ICC rule, exclusive of VAT, taxes, packaging, disassembly, insurance and costs of every kind. In the event that the Purchaser is in breach of these Terms and Conditions, payment terms, or any agreements between the parties, also if a leasing company is involved, or it goes into bankruptcy or liquidation either voluntary or compulsory or if a receiver is appointed in respect to the whole or any part of its assets or is insolvent or his credit rate deteriorates, the Company is entitled to terminate the agreement with immediate effect and/or at his choice: (i) withhold future deliveries; and/or (ii) in case of delay of payment, apply default interests in compliance with art. 5 Italian Legislative Decree n. 192/2012, and on Dir. 2011/7/UE and further updating; (iii) suspend the fulfillment of his own obligations or suspend the functional effects of the goods with no liability in respect of any damages suffered by the Purchaser or any third party; (iv) take possession of the goods, wherever located, and remove the same, without a legal process or Purchaser authorization, at Purchaser’s expense; (v) waive discounts and any payment installments agreed and immediately seek the total amount due; and/or vi) keep the deposits and installments received as partial compensation, and reserve any right to seek damages. Without prejudice to the generality of the foregoing provisions, the Company shall not in any event be liable to the Purchaser for any indirect or consequential loss or damage. In any case the Purchaser shall not raise any question regarding the delivery of the goods until the balance is received by the Company. The Company can never be held responsible for claims or compensation for any amount exceeding the price of products, even in the event of resale of the goods to resellers or third parties. The Purchaser warrants that it or any person or entity which owns or controls, directly or indirectly, the Purchaser, or any of their directors, officers, employees: (i) is a target of any sanctions, export control, or import laws, or other regulations which are imposed from time to time; (ii) is not any entity 50% or more owned or any entity which is controlled, directly or indirectly, by a person under sanctions (i); (iii) will not take any actions that cause it to become a target of any Sanctions, but if the Purchaser becomes or expects to become target of any Sanctions, he must immediately notify the Company. The Company will be entitled to suspend or terminate at any moment with immediate effect the Contract if: (i) prevented from exporting the Equipment (or parts thereof) due to any Sanctions, or (ii) the Purchaser or any person or entity which owns or controls, directly or indirectly will become a target of any Sanctions and/or will violate any Sanctions. In all these cases the Purchaser will not be entitled to claim any compensation or damages whatsoever and it is under the Purchaser obligations to check if there is any sanction in place at the date of the signature of this agreement.
6 – WARRANTY AND DISCLAIMER.
Warranty is guarantee only in the Country where the delivery of the item take place, and any discrepancy has to be communicated to the Company who will price the items accordingly; in any event the assistance in a Country different from the Country where the items have been delivered will be bear by the Purchaser. Company guarantees that all products shall remain free from defects in material and workmanship for a period of 12 months from date of delivery provided that: (i) the Company receives written detailed notice of any non-conformance or defect in the goods within 8 days of receipt of the goods by the Purchaser, with registered letter, or, where the defect is not apparent on inspection upon delivery, within 8 days from the date such non conformance or defect is first discovered; and (ii); the goods are installed and maintained in strict accordance with the Company’s instructions and defects are not caused by Purchaser’s personnel or collaborators or from inexperience, negligence or imprudence in the management of the product, not in accordance with the instruction given by the Company; and (iii) such defect shall be deemed to the Company’s satisfaction to be the sole responsibility of the Company; and (iv) force majeure does not apply; and (v) the Purchaser has paid in full; and (vi) the Purchaser has not used any unauthorized substances or essences or altered the product in any way; and (vii) no third party has been involved; and vii) such defect does not arise from ordinary wear and tear; (viii) in any case the time limit to start a related proceeding must be within 12 months from the date of delivery. The above guarantee shall be limited to, at the option of the Company, and to the exclusion of any costs, either replacing, repairing or issuing credit. No exception to the time-limit applies, nor waiver applies, if the Company inspects the goods after the said term sub (i) and/or sub (viii) has expired. If the goods have been purchased by a third party, the third party warranty will be directly transferred to the Purchaser. Any other liability of the Company, such as, for example, liability for direct, indirect or consequential damages, loss of profit, etc., is expressly excluded. All defective parts or parts to be replaced must be sent to the Company together with the clear motivation and notification of the defect, at the expense of the Purchaser, and remain the property of the Company. The costs for the assembly and disassembly of the parts to be repaired and / or replaced, as well as those for packing and shipping the repaired or replaced parts, shall be borne by the Purchaser. The Company shall not be liable for any defect arising from any design, specification or information supplied by or requested by the Purchaser. The Purchaser accepts the most detailed guarantee of content which will be provided together with the product. The Parties agree that the product are compliant with the standards of EU legislation: the Purchaser expressly accept that any non-compliance with internal regulations – or standard, such as DIN or Onorm or others, does not constitute a defect of the items.
7 –RETENTION OF TITLE.
The ownership of the goods will not pass from the Company to the Purchaser until the Purchaser has fully paid for the goods, including possible interest or other fees incurred due to overdue payment. The Purchaser can use the goods, but until the goods have been paid in full, the goods must be stored separately from goods belonging to third parties; labeled as the Company's property; the Purchaser must allow the Company access to his premises to verify that the obligations are being complied with or to repossess the goods in case of breach of contract. Should the Purchaser resell the Products before completing payment to the Company, the Purchaser shall hold as trustee for the Company all monies recovered from the sale of the goods. If the Purchaser has incorporated the goods into other articles, upon request of the Company and at its own expenses, shall separate the goods and redeliver them to the Company. In case of outstanding payments, or in the case where the Purchaser goes into bankruptcy or liquidation either voluntary or compulsory or if a receiver is appointed in respect to the whole or any part of its assets or is insolvent or his credit rate deteriorates, the Company has the right to: (i) enter the Purchaser's premises to repossess the goods, as well as third parties premises if the goods have been sold, without Purchaser permission or without notification; and (ii) take any legal action, to keep any deposit received as partial payment and to seek damages. If the law of the country where the goods are located after delivery does not permit the Company to repossess the property, the Company shall be entitled to the benefit of such other rights in respect thereof as such law permits. The Purchaser shall give every assistance in taking any measures required to protect the Company's right of property or such other rights as aforesaid.
8 - LIEN.
Without prejudice of the retention of title clause n. 7, the Company shall have a general lien in respect of all sums due from the Purchaser upon all products to be supplied to the Purchaser or upon which work has been undertaken on the Purchaser’s behalf and, upon 14 days written notice to the Purchaser, may sell such products and apply the proceeds towards the satisfaction of any sums due to the Company from the Purchaser. The Company has also the right to register lien on the goods and the Purchaser shall take any necessary step, otherwise the Agreement will be terminated.
9 –INTELLECTUAL PROPERTY.
Any and all inventions, patent applications, patents, copyrights, trademarks and trade names, trade secrets, and information embodying proprietary data existing and owned by the Company as of the date of the order or made or conceived by employees, consultants, representatives or agents of the Company during the term of this Agreement, shall be and remain the sole and exclusive property of the Company. Purchaser shall have no rights therein. The Company reserve the right to change, at anytime, trademark, product details, and any of his distinguishing signs or product’s details.
10 – CONFIDENTIALY.
The Purchaser undertakes to treat with the utmost confidentiality all the information/data/designs/know-how/documentation transmitted by the Company or that it may come to know in connection with the execution of any sale contract, even if they is not marked or identified as secret or confidential, to adopt any and all measures required in order for its employees and collaborators do not disclose the confidential information to third parties or use it in an inappropriate way. The confidential information shall not be copied or reproduced in any way, unless with the prior written consent of the Company, and all the copies of the confidential information shall be immediately returned to the Company upon simple written request of the same.
11. SEVERANCE AND WAIVER.
If one or more clauses of these conditions is considered to be null or void according to the applicable law, the remaining clauses shall remain in force and the Parties agree to fulfil any lawful reciprocal obligation which might pursue the same objective of the clause or clauses which have been declared null and void The failure to exercise or delay in exercising a right or remedy provided by this General Terms and Conditions or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
12 – GOVERNING LAW AND JURISDICTION.
Any dispute or claim arising out of or in connection with these GTCS or subject matter shall be irrevocably governed and construed in accordance with the exclusive law of Italy specifically to the exclusive jurisdiction of the Courts of Bologna, Italy. To the extent allowed by law, the Company may take concurrent proceedings in any number of jurisdictions.
13 - PERSONAL DATA.
With reference to the Data Protection law, the personal data processing is performed in full respect of the Purchaser rights, fundamental freedom and dignity and is aimed at fulfilling accounting and administrative legal obligations. For this reason, the processing has its own legal basis in the execution of the contract and legal obligations. The Parties herewith declare to have received in full all information in accordance with art. 13 of Reg. (EU) 679/16 and give consent to the processing of personal data and the data of the Company they represent.