General Terms and Conditions of Sales
1. General Provisions
a) The following definitions are used hereafter in this document:
– “Seller”: refers to Sistematica S.r.l.;
– “Buyer”: refers to the person, firm or company the purchase order is received from;
– “Products”: means the material, items, assembled products, components, tools, software, systems and documentation referred to in the order.
b) The terms and conditions set out below shall form an integral part of all the agreements executed between the Seller and the Buyer for the supply of the Seller’s Products, and they will prevail over any general rules submitted by the Buyer.
c) The Purchaser acknowledges and accepts that the Seller may change, integrate or vary the General terms and conditions of sale; in the event of this taking place the Seller will ensure that the Purchaser is promptly informed by including such variations in the quotations or in any other written correspondence sent to the Buyer.
2. Offers and orders
a) Quotations and offers will remain in force for a period of time indicated in the contract and/or in the offer and/or in the order confirmation, unless differently stated by the Seller in writing. The Seller will anyway be entitled to cancel or change the quotations or offers at any moment before issuing the written confirmation of order acceptance.
b) Orders placed by the Buyer shall not be regarded as accepted before these have been confirmed by the Seller in writing
c) Any order, order proposal, job or supply request forwarded to the Seller in any form represents an irrevocable contractual proposal to the Seller for a period of 60 days (unless another period is specified, after an express request of the Purchaser and the correlated express confirmation of the Seller to consider the Buyer’s request) from the date of supplier’s reception, with the Seller being free to accept or refuse the order at the Seller’s sole discretion. Orders and/or amendments of orders placed verbally or by telephone, must be confirmed in writing by the Buyer. The proposals submitted through agents, collaborators or brokers are usually meant as received “subject to the Seller’s approval”.
d) Any request to modify an already confirmed order, received more than 5 working days from the issuance of order confirmation will involve the application, at Buyer’s expense, of the charge for service management, quantified at no less than 100.00 €, even in the case of subsequent impossibility for the Seller to implement the requested modification/integration. The Buyer will assess Seller’s request and if no agreement can be reached on the additional costs for the modifications/integrations requested by the Buyer, the Seller will not be responsible for not implementing the requested modification/integration and the Buyer may waive its request. In any case, the Seller shall not proceed with any modification/integration until it has received written notice from the Buyer subsequent to a written agreement on the additional costs executed by the parties.
e) The order confirmed by the Seller is irrevocable for the Buyer after 5 working days has passed from the issuance of order confirmation, unless any other regulations are contained in the contract and/or offer an/or the order confirmation. This does not affect the right of the Seller to accept the request to cancel the order, but in that case the Buyer will be charged for the service management at a cost of no less than 100.00 €.
3. Prices and terms of payment
a) The prices of the Products shall exclude any statutory V.A.T. which shall be payable at the date of delivery or pursuant to specific provisions indicated in the invoice. Unless otherwise stated all prices quoted in any document or correspondence issued by the Seller do not include transport costs, nor the ancillary expenses as indicated in the Seller’s sales catalogue in force at the moment of the conclusion of the contract. Taxes, stamp duty, custom duties and any other supplementary cost are not included in the prices. Unless there is any exemption, those costs and expenses will be paid by the Buyer and, if they are paid by the Seller, their amount will be invoiced to the Buyer in addition to the quoted prices. The prices will be corrected in case of printing errors.
b) The payment of the net invoice price shall be paid free of any reduction by the Buyer according to what stated in the contract and/or in the offer and/or in the confirmation of order and anyway in the same invoice.
c) In addition to other remedies permitted under the applicable law or in these General terms and conditions of sale, in the contract or other commercial documentation, the Seller reserves the right to recover default interest on late payments starting from the payment due date, calculated at the official reference rate of the European Central Bank (3 months Euribor) increased by 500 base points.
d) If the Buyer fails to make payments in the time and manner specified by the Seller or if the Buyer’s business shall be operated beyond the ordinary course of business, which shall include, without limitation, when seizure or protest has been made, or when payments have been delayed or insolvency proceedings have been petitioned or opened, the Seller shall have the right to suspend or cancel, at its sole discretion, further delivery and to declare all its claims arising from the business relationship as immediately payable. Moreover the Seller may, in such event, request for anticipation on the payments or a warranty deposit.
e) Also in case of notification of faults and defects, the Buyer will not be entitled to start or continue proceedings without previously paying the total price in accordance with the contract and/or offer and/or of the order confirmation and anyway as indicated in the invoice. The payments will, in no case, be suspended or delayed: should disagreements arise, the related proceedings will not be started or continued unless the payment has been made according to the fixed terms and procedures.
f) The Seller will anyway be entitled to interrupt the product delivery should, at the Seller’s sole discretion, the Buyer’s statement of assets and liabilities put the payment at risk.
g) Unless otherwise differently established in the contract and/or in the offer and/or in the order confirmation, the product ownership is handed to the Buyer only with the total payment of the price, even if the products have already been assembled or installed in other products owned by the Buyer or third parties. Should the price not be paid, the Seller will expressly have the right to claim the ownership of the products also towards third parties or towards the Buyer, as well as the right to have the products released and returned (also with the right to undertake any legal action to obtain their release and return). The Seller will also have the right to disassemble and remove the products at the Buyer’s expense.
Without prejudice to the provisions of article 6 letter h below.
h) The Buyer shall have no right to make any compensation, withholding or reduction unless the counterclaims have been conclusively determined by the court.
4. Terms of delivery
a) Unless otherwise agreed, the delivery of the products shall be EXW (according to Incoterms current edition in force).
b) If the Buyer shall provide the means of transport, they are responsible for its availability within the agreed time. The Seller shall immediately be informed of any delays. Any costs arising thereof shall be at the expense of the Buyer.
c) All the time terms, whether they be defined as obligatory by the, will anyhow be considered as indicative by the Seller, and subject to a tolerance margin. Unless otherwise expressly agreed in writing any indicated delivery time shall be non-binding for the Seller. Unless otherwise agreed between the parties, the approximate term for the delivery is the one specified in the contract and/or in the offer and/or in the order confirmation.
d) The delivery terms will be automatically considered as extended in the following cases:
– should the Buyer not communicate the data necessary for the supply within the due time or should the Buyer request changes during work execution or answer late to the request of drawing and/or executive layout approval;
– should the Buyer have outstanding payments;
– should the Buyer’s statement of assets and liabilities and/or the Buyer’s credit be considered as hindering payment at the Seller’s sole discretion.
e) The Seller reserves the right to make reasonable partial deliveries.
f) Any liability to supply as a result of force majeure or other unforeseen incidents beyond the Seller’s control shall, for their duration and in accordance with their impact, relieve the Seller from the obligation to comply with the delivery term originally set forth.
g) The Seller is not always obliged to accept the Products returns, unless otherwise agreed in writing. Any costs arising thereof shall be at the expense of the Buyer.
5. Duty to inspect and accept products
a) Upon taking possession of the Products, the Buyer shall immediately:
– check quantities and packaging of the Products and record any objections on the delivery note;
– conduct a conformity check on the Products compared to the data indicated in the confirmation of order and record any objections on the delivery note.
b) In the event of a notice of defect, the Buyer shall comply with the following procedures and deadlines:
– the notification shall be made by no later than 7 working days from the taking possession of the Products by the Buyer. In the event of an objection to a defect which, despite a first inspection has remained undiscovered, the objection must be raised by the earlier of the end of the working day on which the defect has been discovered but in any event by no later than the term indicated in the contract and/or offer and/or the order confirmation, or within the term laid down by law.
– the above mentioned notice must be issued by means of filling of the special “Complaint – return – external service notice form” (available on the web site www.sistematica.it), strictly following the instruction contained therein, and forwarded to the Seller within the deadlines indicated above. Any communication by telephone or by other means shall not be accepted;
– the notice must clearly specify the kind and amount of the alleged defect with all the consignment information including the reference contract information;
– the Buyer agrees to make the objected Products available for inspection; such inspection shall be performed by the Seller or by any expert designated by the Seller.
c) No objections with regard to the quantities, quality, type, and packaging of the Products shall be possible unless a note has been placed on the delivery note in accordance with the above-mentioned procedure.
d) Any Product to which objection shall not have been raised, in accordance with the procedures and deadlines set out above, shall be regarded as approved and accepted by the Buyer.
6. Terms of warranty
a) The Seller hereby guarantees that the Products shall be free from defect and shall comply with the declared technical specifications.
b) Under warranty obligation, the Seller undertakes, at its own discretion, to replace and/or repair the spoilt and/or faulty product within the limits of this contract and without any further refunding obligation deriving from direct and/or indirect and/or subsequent damage deriving to the Buyer or any third parties due to product defects (including, but not limited to, production losses, damage to things or people, etc.).
c) The warranty shall be valid only on the products used in suitable environment and for suitable applications with those envisaged in the contract and/or in the offer and/or in the order confirmation; any improper use of the products is forbidden. By way of example, the guarantee does not apply to loss of battery acid, water present in the devices due to tampering with or improper tightening of containers carried out by Buyer or those appointed by them, or due to conditions of use exceeding the design limits. The Products are guaranteed for a period of 24 months from the date of the shipment of the Products themselves, unless otherwise established in the contract and/or in the offer and/or in the order confirmation.
d) Such warranty only includes the repair of the defective Products with the exclusion of any other and different obligation. The Product will be repaired by the Seller. The Buyer must request return material authorization from the Seller by means of filling of the apposite “Complaint – return – external service notice form” (available on the web site www.sistematica.it), strictly following the instruction contained therein. Only after the confirmation of the return material authorization may the Buyer send the defective Product, at their own expenses, with the reason “under repair” to the Seller’s office and/or the one communicated by the Seller themselves. The Seller will transmit the new Product or the repaired Product to the Buyer, charging the Buyer the costs of the shipment and/or repair (if necessary).
e) Should the Buyer, in agreement with the Seller, require the replacement and/or repair to be carried out at the Buyer’s plant, the Buyer will pay for travel expenses and accommodation for the technical staff provided by the Seller and will provide with all the equipment and auxiliary staff needed in order to carry out the intervention in the fastest and safest way.
f) The warranty shall not be valid if the defect or non-conformity is found to depend on incorrect or unsuitable applications of the product, or if the product has been operated incorrectly. Any alteration, change or replacement of product parts, which have not been authorized by the Seller may represent an accident risk and therefore releases the manufacturer from any civil or penal liabilities, and makes the warranty void in any case. The warranty does not cover the normal products parts subject to wear and tear.
g) Unless otherwise indicated in the contract and/or in the offer and/or in the order confirmation, the repair of the product which is as out of warranty is totally at Buyer’s expense and it will be performed after approval from the latter of the estimate issued by the Seller when its cost exceeds 200.00 €; for lower amounts the approval of the Buyer is considered implicit and the repair will be performed without issuing any estimate. If the Buyer does not accept the estimate or the product is not repairable, the Seller will request to the Buyer written instructions on how to treat the product (return or scrap) with the application at Buyer’s expense of the “charge for analysis service”, quantified at 50.00 €.
h) The parts replaced under warranty are, and remain, the Seller’s property. The replaced parts that are not under warranty are the property of the Buyer and remain at its disposal for 2 weeks in which time they can be collected or they can give instructions for them to be sent, at their expense. After such term of 2 weeks has elapsed the seller is authorized to consider such parts as scrap belonging to them and hence acquire the right to dispose of them without any compensation whatsoever.
7. Limitation of liability
a) The Seller shall do its best endeavour to deliver the Products within the time agreed, but it shall not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in the completion of the contract or delivery of the Products; the application and/or reversal of penalties is also excluded.
b) All the drawings, photographs, illustrations, descriptions, technical data and services or any other data and information about the products, contained in documents or drawings annexed to the Seller’s contract and/or the offer and/or the order confirmation and/or to orders resulting from catalogues, tables, price lists, advertising, website are to be considered purely indicative. Any departures or deviations from these will not be considered as a good reason for not accepting the goods or vitiating the contract or as a good reason to lodge a complaint to the Seller.
c) All the drawings sent to the Buyer for approval will be considered as automatically approved by the Buyer unless they are returned to the Seller with notes and comments within 10 working days or within the time agreed when submitted to the Buyer.
d) All the tables, technical data, and any other material and technical information included in the offer or provided with the supply will remain under the Seller’s ownership and will not be reproduced or communicated to any third parties unless a written agreement is provided by the Seller. The Buyer will not be entitled to use them for purposes other than the ones indicated on this contract, in the offer and/or in the order confirmation.
e) The Buyer declares that it has freely chosen the goods from the wide range of the Seller’s products according to its free and sole discretion. The Seller does not know and will not be responsible for the practical use of the products by the Buyer. The Seller will not be liable for the use of the products and the suitability of the product for the use and practical purpose the product is bound to, whether the product is used individually or in connection with other products outside and/or inside complex systems. The Buyer freely chooses the product from the Seller’s range and will have to verify the connection and functioning of the product inside the systems and complex equipment in which the product will be implemented. The Seller will be exclusively responsible for the correct functioning of the supplied products in accordance with the characteristics and performance indicated by the Seller. The Seller’s responsibility is limited to the replacement and/or fixing and/or refund of the invoiced value. Apart from the above-mentioned liability, the Seller will in no case be deemed as responsible for any direct and/or indirect and/or subsequent damage deriving to the Buyer or to any third parties due to defects of the product, including production losses, damage to things, people or others.
f) The Seller will be entitled to make changes to the product at any moment, provided that those changes do not alter the product performance and/or specifications in a substantial way.
8. Retention of title
a) Unless otherwise provided for by these General Conditions, by the contract and/or by the offer and/or by the order conformation, the products supplied shall remain in the property of the Seller until the date of the full payment by the Buyer of their entire price and of all amounts due to the Seller. Until that time the Buyer shall hold the Products as the Seller’s fiduciary agent and shall keep the product properly stored, protected and insured.
b) If in the Country of the Buyer’s domicile for the validity of the retention of title for the benefit of the Seller, it should be necessary to fulfil some administrative or legal formalities such as, without limitation, to register the products in public registers or to affix particular seals on them, the Buyer shall cooperate with the Seller and shall do its best to carry out all the necessary actions in order to obtain a valid retention of title right on the Products for the benefit of the Seller.
c) The Buyer shall have the right to dispose of the Products provided. In such a case, the proceeds coming from the sale of the products shall be transferred to the Seller up to the payment of the full price due by the Buyer to the Seller for the supply of products.
d) The right to the Buyer to dispose of products shall cease in the cases referred to in article 3 above. In such a case, the Buyer must place the products at the disposal of the Seller who shall have the right to enter upon the Buyer’s premises for the purpose of obtain possession of them.
e) In the event of any third party action against the Seller’s products delivered under retention of title, the Buyer shall notify such party of the Seller’s property and shall immediately inform the Seller about such action. The Buyer shall bear the costs of any intervention.
f) The Buyer undertakes to inform the third party recipients of the products about the content of this article, about the relevant commercial documentation and hereby undertakes to ensure that the Seller’s rights are upheld and satisfied.
9. Confidentiality / know how / intellectual property
Each identification tab and/or any other form of identification affixed to the products supplied to the Buyer by the Seller cannot be removed unless otherwise agreed in writing between the parties. Any alteration and/or modification of trade marks or of the technical data, however it may be applied, or of the plates applied by the Seller will be tantamount to falsification and illegitimate conduct, which may lead to initiatives being taken by the Seller against the Buyer and against the third parties holding the products. In these cases the Purchaser will lose the right to acknowledgement of the product warranty.
The Buyer – its employees, consultants, assignees and/or suppliers and/or sub-suppliers and/or clients – hereby undertake to not disclose to third parties and to not use, confidential information, such as technical, advertising, financial, commercial data, know-how, prices, costs, administrative information, operative data, present or future projects or strategies of Sistematica, or anyway any other information that is not of public domain at the moment of disclosure, except for the purpose of the Contract and relevant applicative orders.
The Buyer, therefore, hereby undertakes to adopt all the measures necessary to guarantee and protect the confidential nature of this information and to inform their own employees and/or assigned personnel and/or partners and/or consultants and/or suppliers and/or sub-suppliers and/or clients – as regards what is stated in this article.
All the information and data collected during the course of executing the contract, including those which are processed by computers, unless it is already known by the Buyer by other means, are considered strictly reserved and confidential and will be treated as such. They will, therefore, be used exclusively to execute obligations laid down by the contract and will, as and when required law, by the contract or by professional ethics, be transmitted to third parties, employees or partners, already sworn to confidentiality.
However, this obligation does not hold true for the data which are or become part of the public domain, without the Buyer being deemed to have failed to guarantee its confidentiality, and as long as they have demonstrated to have applied all the necessary precaution to guarantee respect of the confidentiality obligations imposed on its employees and/or partners, assigned personnel and/or suppliers and/or sub-suppliers.
In the same way, any communication, information, report, or other kind of document, sent in any form and/or for any need, by Sistematica to the Buyer to fulfil the Contract, must be considered to be of exclusive use of the Buyer and exclusively addressed to their attention, considering any non-compliant use by the Buyer – including but not limited to sending this documentation to third party recipients, in the absence of the prior express authorisation from Sistematica – as conduct in violation of the Contract. In any case, Sistematica may not be considered responsible in any way towards third parties or towards the Buyer, for this non-compliant use by the Buyer themselves and/or by third parties.
Any use of the trade marks by the Buyer must not in any way be considered as a licence for them. Indeed they are not authorised to use the Sistematica trade marks, or those which refer to them, outside or beyond the purposes of this Contract or for their exclusive profit and/or to transfer the right envisaged herein to third parties.
The Buyer acknowledges that the trade marks and patents are the exclusive property of Sistematica or of third contractual parties of the latter who have granted their use, even, if and when appropriate, exclusively. Each time reference is made to the trade marks, the reader must be informed of the rights of Sistematica or of the latter’s contractual third parties over the trade marks and/or patents, with legible message.
The Buyer is forbidden to register or deposit trade marks or patents of Sistematica – or which may anyway lead back to them – on their own behalf or in any case behave or carry out any damaging activity to the interests of Sistematica, either during the period of validity of the Contract or after. In the event of this, without prejudice to repaying the greater damages, the Buyer hereby undertakes to immediately transfer any registration and/or right on trade marks and/or patents concerned that has been obtained unduly in violation of this article to Sistematica S.r.l. and/or to the third party entitled, without consideration or any payment.
The Buyer acknowledges that all the material (including but not limited to project documents, drawings and tables along with any updates of the same), produced by the Buyer when executing the Contract and that the latter will give to Sistematica in a hard copy and/or computer file, is and remains the exclusive property of Sistematica.
As a consequence, the Buyer hereby undertakes to refrain from engaging in deeds or facts that may be or in any case result to be damaging to the above-mentioned rights of Sistematica, while observing the laws regarding Copyrights including the relevant rights of economic use.
The Buyer undertakes to hold Sistematica harmless and indemnify it for any claims, rights or actions which may be made by third parties as regards the non-observance by the Buyer or its assignees and/or consultants, employees, and/or suppliers or sub-suppliers, of all the commitments set forth in this article; The Buyer thus hereby assumes all the economic commitments – including any legal costs -, that may be necessary as a result of the Buyer or its assignees and/or consultants, employees, and/or suppliers and/or clients not respecting the obligations set forth in this article.
By signing the Contract, the Buyer also declares to be aware that violating the obligations referred to herein may lead to the automatic termination of the existing contractual relations between the Parties.
In the event of the obligations indicated in this article not being respected, the Buyer hereby undertakes to pay the amount of 10% of the overall consideration received, as a penalty up to the ascertainment of each individual violation, without prejudice to compensating any further damage.
It is agreed that the Buyer will be liable for the expenses regarding legal action that Sistematica considers necessary to carry out to protect its own interests.
This clause must be considered binding, even after the termination of the Contract, however this may occur.
All the products produced by the Seller (its subsidiaries and/or affiliates) are subject to a final standard test before the delivery. This test is to be considered as final and conclusive. Unless otherwise established in the contract and/or offer and/or in the order confirmation, any additional and/or special test must be requested and specified by the Buyer on the purchase order, and it has to be accepted by the Seller and will be carried out at the Buyer’s expense.
11. Personal data processing
The personal data of the Buyer shall be processed in accordance with the Italian data protection law (Legislative Decree n. 196/2003). The Sellers is the data controller and it will prepare the report envisaged by the law at the moment any commercial understandings are signed.
The processing that any personal data provided will undertake has the purpose of executing and managing the contract and the connected legal fulfilments, such as the accounting, tax, customer/supplier management, customer/supplier administration, contract and invoice administration.
Some data may also be communicated to third parties and professionals of the Sistematica S.r.l. Network in order to fulfil normal business activity. The Seller also informs that during the course of participation in calls for tender, advertising initiatives, meetings and anything else that the Seller deems useful for developing its own commercial activity, your personal data (or “professional curriculum provided”) may be disclosed to the third parties concerned.
12. Force majeure
a) The Seller shall have the right to suspend performance of its contractual obligations when such performance becomes impossible or unduly burdensome because of unforeseeable events beyond its control, such as: war, conflicts or terrorist attacks, explosions, accidents, floods, sabotage; political decisions or actions (including the restriction of exports and the withdrawal of export licenses), strikes, lock-outs, boycotts, blockades, fires, riots, revolutions, requisitions, embargos, energy black-outs, delay in delivery of components or raw materials. Furthermore, the Seller shall not be obliged to supply any product, service or technology until it has received the necessary permits and licenses requested by applicable laws for import and export of the Products (including, without limitation, those of the US, the European Union and of the jurisdiction in which the Seller is located or from which the goods are supplied).
b) Should the Seller be prevented from fulfilling its contractual obligations, for the reasons referred to in previous paragraph of the present clause, for more than 180 consecutive days, either party may, without liability, stop the execution of the agreement by giving written notice to the other party, it still being understood that the Buyer shall pay all costs and expenses related to benefits in the course or pay products and services already received on termination.
13. Applicable law
These General terms and conditions of sale and all the agreements executed between the Seller and the Buyer shall be governed by Italian laws with the express exclusion of the United Nations Convention of Vienna of 1980 on Contracts for the international sale of goods.
a) Any dispute arising between the parties in connection with the interpretation, validity or performance of the present General terms and conditions of sale and of all the relevant agreements, shall be of the exclusive jurisdiction of the Court of Turin.
b) It is agreed between parties that only the Seller, at its sole discretion, may have the faculty to waive the exclusive jurisdiction set forth in the previous paragraph to bring an action against the Buyer in its domicile and before any court of competent jurisdiction.
15. Final provisions
a) The total or partial invalidity of any provision of the present General terms and conditions of sale shall not affect the validity of the other provisions.
b) These General terms and conditions of sale have been drafted in both Italian and English languages. In the event of problems of interpretation the Italian version shall prevail.
c) The omission or delay by either party to exercise any right or remedy envisaged herein shall not be construed as a waiver of such remedy or right, furthermore the partial exercise of a right or remedy shall not prevent the parties from the future exercise of the remedies envisaged herein or regulated by law.
d) The Buyer undertakes to inform the third party recipients of the products about the content of these General terms and conditions and of the obligations and prescriptions otherwise regulated in the Contract or in any other commercial document.
The Buyer hereby undertakes to actively ensure that the Seller’s rights are protected and satisfied.
16. Commitments as laid down by legislative decree no. 231/2001
Code of ethics as laid down by legislative decree no. 231/2001
The Buyer declares to have read the Code of Ethics and the Organisational Model as laid down by Legislative Decree no. 231/2001 adopted by SISTEMATICA and undertakes to respect it and to have it respected by its own key personnel who have read the Code of Ethics adopted by SISTEMATICA pursuant to Legislative Decree no. 231/2001, the violation of which represents a serious contractual breach with the right to terminate the contractual agreements as laid down in art. 1456 of the Italian Civil Code.
The Buyer will hereby hold SISTEMATICA harmless for any sanctions or damage that may derive to the latter as a consequence of the violation of the Code of Ethics indicated by the Buyer or its key personnel or staff.
If the Buyer or its key personnel should violate the provisions of the Code of Ethics of SISTEMATICA as laid down by Legislative Decree no. 231/2001– or should contribute to and/or adopt conduct aimed at instigating-, including committing – or contributing and/or conduct aimed at instigating – crimes envisaged by Legislative decree no. 231/2001 by the Buyer or its key personnel or staff or also in the event of investigation regarding the Buyer or its key personnel or staff that should lead to the seizure of the workplace, confirmed by the legal authorities, SISTEMATICA may terminate the Contract with a communication to be sent by registered letter with advice of receipt. The termination will have immediate effect starting from the date of receipt of the SISTEMATICA communication, without prejudice to compensation of damages suffered and to be suffered.
Statements and Guarantees as laid down by legislative decree no. 231/2001
The Buyer will anyway hold SISTEMATICA harmless for conduct committed by its own key personnel or staff which violates legislative Decree no. 231/2001.
SISTEMATICA reserves the right to terminate this contract in the event of one or more crimes being disputed to the Buyer or its key personnel or its staff by the competent Authorities, without prejudice to compensating any damages.
The Purchaser guarantees that in respect of the provisions of Legislative Decree no. 231/2001, any consideration that is paid by the Buyer within this assignment is exclusively and entirely to remunerate the services rendered for carrying out the assignment given and they are hereby informed that it is a criminal offence, prosecuted by law, to use this consideration to pay unlawful activity, both in Italy and in other Countries.
It is the Buyer’s specific obligation to ensure that this commitment is fulfilled also by its partners or any other person or company that it or they have relations within the scope of this contract.