General Terms and Conditions of Sale
These General Terms and Conditions of Sale (hereinafter the “Terms and Conditions”) will apply to every purchase of service supplied by TRUSTiCERT Srl in favor of the Customer. Any special conditions and/or exceptions and/or changes to these Terms and Conditions will be valid only if specifically agreed in writing between TRUSTiCERT Srl and the Customer. Any written and/or verbal commitments of agents, distributors and/or external collaborators of TRUSTiCERT Srl do not bind the latter if not expressly confirmed in writing by TRUSTiCERT Srl.
2. CONDITIONS OF PERFORMANCE OF SERVICES
The Customer undertakes to promptly and fully communicate the technical information required by TRUSTiCERT Srl where such data is necessary to achieve the objective identified in the offer. The Customer also undertakes not to interfere in the performance of the service, except for the possibility of a general control exclusively aimed at the need to coordinate the activity of TRUSTiCERT Srl with the general activity of the same Customer. It is therefore understood that TRUSTiCERT Srl will not be subjected to any technical-functional directive, nor to any disciplinary power by the Customer which will limit itself to general indications, in harmony with the nature of the relationship in question, within its quality of Customer, and without prejudice to the direct application of art. 2224 of the Italian Civil Code, first paragraph and analogous application of the art. 1662 of the Italian Civil Code. TRUSTiCERT Srl makes itself available with a view to assisting in full cooperation with the Customer using the highest industrial and professional standards. TRUSTiCERT Srl undertakes to guarantee exclusively the result object of the service, remaining free to organize its activity in full autonomy and without any bond of subordination. In carrying out its business TRUSTiCERT Srl is required to perform the contract in accordance with good faith pursuant to art. 1375 of the Italian Civil Code.
The Customer will always be responsible to be able to obtain from his suppliers the information requested by TRUSTiCERT Srl, as well as any declarations of conformity of the materials purchased, as well as the composition and completeness of the components of the products. This is valid both in quantitative and qualitative terms of the information as well as in terms of timing (established on the basis of any deadlines or priorities of any nature that are dictated by regulatory acts or by customer needs of any nature). Shall the information requested by TRUSTiCERT Srl and supplied by the Customer being not complete, distorted, partial, or in ways and terms not compliant with those requested, then TRUSTiCERT Srl and its collaborators are exonerated from any type of liability regardless of the nature of the cause of the action, including and not limited to strict liability, liability of the product (by way of example but not limited to goods withdrawn, production stoppage, administrative penalties, civil and criminal liability arising from injury, etc.), liabilities of any kind, loss of business to the extent that the damages are not caused by a firm intention or gross negligence. It will always and in any case be the Customer’s responsibility to document the expected declarations of conformity or those required by the regulations. Upon request of TRUSTiCERT, the Customer must defend TRUSTiCERT from any claim, request or liability. Except in the case of gross negligence by TRUSTiCERT, the Customer must, at any time, indemnify and hold TRUSTiCERT and its collaborators undamaged from and against any claim and request arising from any claim, cause, sentence, demand, liability or damage to property of any type by anyone, caused in whole or in part by the Customer’s acts or omissions during performance of the service defined in the offer or any activity associated with it or relating to it including: costs, litigation costs, consultancy fees and all kinds of liabilities. None of the parties can be held responsible for any delays or errors in the execution of any part of the offer to the extent that such delay or error is caused by natural disaster, strike, civil, governmental or military authority, or other causes beyond out of his control in the absence of fault or negligence of the delayed or defaulting party or its subcontractors.
4. CHARGES AND PAYMENT
The services will be invoiced at the price indicated in the relevant offer. All prices are in euros, excluding VAT, and any other service / goods not expressly specified. Any additional costs that may arise during the course of the work and not foreseeable at the time of the formalization of the offer will be presented from time to time by TRUSTiCERT Srl to the Customer with the greatest possible advance notice. The Customer will be free to accept or refuse the new proposal. Failure to do so by the Customer could release TRUSTiCERT from any obligation arising from acceptance of the offer. TRUSTiCERT Srl will issue a regular invoice. Failure to pay one or more invoices will be sufficient to release TRUSTiCERT Srl from all implicit and non-implicit obligations.
5. INTELLECTUAL PROPERTY AND DATA PROCESSING
It is understood that the skills developed, the know-how acquired, the files produced and the analytical procedures will remain of exclusive property of TRUSTiCERT Srl. Otherwise, the data obtained from laboratory analyzes relating to the Customer’s products will be the property of the Customer and they shall be used only for the purposes of the offer unless otherwise expressed by the Customer. TRUSTiCERT Srl also undertakes not to disclose the aforementioned information to third parties other than those provided for the purpose of the offer, unless otherwise agreed with the Customer. It is always recommended by TRUSTiCERT the prior subscription of a Non-disclosure agreement aimed at safeguarding the confidentiality of the industrial secrets communicated by the Customer.
During the term of the service and for a periodo of not less than three years thereafter, TRUSTiCERT Srl shall not to use the knowledge and experience obtained under the cooperation with the Customer, to directly or indirectly compete with the business of the Customer. This constraint was considered in the formulation of the price of the services.
TRUSTiCERT Srl authorizes the Customer to communicate its personal data to third parties in relation to the obligations connected with the supplied services (Legislative Decree 196/2003).
8. LEGGE APPLICABILE E CONTROVERSIE
These Terms and Conditions are governed and interpreted in accordance with the law of Italy. For any eventuality not expressly provided in these Terms and Conditions , the laws of Italy will apply. Any dispute arising out of, or in connection with, the supply of the services envisaged in the offer shall be resolved by arbitration in accordance to the procedures of the Italian law and submitted to the exclusive jurisdiction of the Court of Milan, Italy.