Terms & Conditions of Supply
These Terms and Conditions of Supply (hereinafter, referred to as “Terms and Conditions”) apply to any supply of Products provided by Seda International Packaging Group S.p.A., a company existing under the laws of Italy, and/or any of its affiliates (hereinafter, referred to as “Seda Group” or the “Supplier”) and form integral part of any accepted Purchase Order or equivalent document issued by any entity or company and/or its affiliates which is interested to order Seda Group’s Products (hereinafter, referred to as the “Customer”).
These Terms and Conditions represent the only contractual documents governing any supply of Products between the Supplier and the Customer and shall prevail on any to any other different or inconsistent terms and conditions which are or will be submitted in future by the Customer, unless otherwise specifically agreed in writing between the Supplier and the Customer (hereinafter, severally referred to as “Party” and jointly as “Parties”).
1. DEFINITIONS
Therefore, considering the above, which shall form essential and integral part of Terms and Conditions, the Parties hereby agree as follows.
For the purposes of these Terms and Conditions, the following expressions shall have the meanings given below:
“Affiliate” means an individual, corporation, partnership, firm, association, unincorporated organization or other entity directly or indirectly controlling, controlled by or under common control with such Party;
“Blanket Order” means a general Purchase Order which states a minimum and a maximum number of Products to be supplied over a period of time in multiple deliveries on the basis of specific Purchase Order, without expressly indicating the exact quantity or the delivery dates;
“Closed Order” means a Purchase Order in which Products’ quantities, price, conditions and delivery dates are expressly indicated;
"Data Protection Laws" means: (i) the EU General Regulation 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data ("Regulation"), including the relevant Recitals, the Guidelines of the Working Party ex art. 29, the Binding Decisions and General Guidelines of the European Data Protection Board; (ii) the applicable national legislation, including the provisions issued by the supervisory authority where applicable, as well as any codes of conduct; and (iii) any further applicable law, act having the force of law and/or regulation on the protection of personal data. The terms "processing", "data controller", "data processor", "personal data" (including "special categories of data"), "data subjects", "third parties", "recipients", "third countries", "personal data breach", "supervisory authority" are used in the meaning and with the meaning attributed to them by the Data Protection Laws to which reference is made;
“Intellectual Property Rights” means any of the following, including any portion of any of the following, as they exist anywhere in the world, whether granted, registered, applied for (including all applications or registrations), covering all media, now or hereafter in existence or created in the future, under or related to any of the following as well as all legal rights in and to the following: ideas, inventions, models, designs, improvements, discoveries, and creations, whether patentable or protectable or not, all issued patents, utility models, industrial designs, or other designs related to the foregoing and all pending applications related to the foregoing, including any filing, divisionals, continuations, continuations-in-part, national stage applications, reissues, reexaminations, renewals, extensions, patents, substitution applications, continued prosecution applications, and all other related or analogous (whether claiming priority to, from, or with the foregoing or involving related subject matter or otherwise related) filings, applications, issuances, registrations, extensions, renewals, and counterparts anywhere in the world ("Patents"); trademarks, service marks, certification marks, collective marks, trade dress and packaging, trade names, taglines, brand names, logos, designs, slogans, source identifiers, identifiers of affiliation (including sponsorship or endorsement), corporate names, and general intangibles of like nature and all goodwill related thereto (including all translations, adaptations, derivations, and combinations of the foregoing) as well as all filings, applications, issuances, registrations, extensions, renewals, and counterparts related to the foregoing anywhere in the world ("Trademarks"); creations, including software, copyrights, copyrightable works, mask works, designs, rights of publicity and privacy (and all related or similar rights, including, but not limited to, rights to name and likeness), and any artist rights, moral rights, or rights of droit moral as well as all filings, applications, issuances, registrations, extensions, renewals, and counterparts related to the foregoing ("Copyrights"); trade secrets, confidential information, know-how, show-how, inventions, inventor notes, research data, instruction manuals, part/component lists, formulae, algorithms, models, processes, procedures, databases, customer lists, supplier lists, confidential business information, and other proprietary information and rights ("Trade Secrets"); computer software programs, firmware, databases, and systems as well as flow charts, graphical user interfaces, other interfaces (including application programming interfaces), algorithms, compilation instructions, build procedures, version control and history information or logs, repository contents and histories or logs, scripts, source code, object code, compilations, tool sets, libraries, higher level or proprietary language, environments, compilers, Specifications, bug and feature lists, training materials, designs, server or cloud interfaces, access rights, or other information or documentation related to any server or cloud on which the foregoing resides and documentation or information necessary for a programmer reasonably fluent in any applicable programming language to fully understand, compile, link, build, install, configure, operate, run, use, support, maintain, modify, fork, and develop any of the foregoing, including the Domains or modifications to any of the foregoing ("Computer Code"); domain names, internet addresses, server data, and other computer identifiers and social media accounts (including logins and passwords) and filings, registrations, and rights related to the foregoing, including any website, domain, or internet presence ("Domain"); database protection and other rights related to any of the foregoing ("Database Protections"); Specifications (as defined below); and any other asset or right that would or could constitute intellectual property or create an intellectual property right in any applicable jurisdiction.
“Item” means the Customer’s goods which will be placed into the Products and/or which will be in any manner used together with or in connection with the Products;
“Product” means the good (e.g. raw material, components, semi-finished goods or finished Products) supplied by the Supplier to the Customer pursuant to the Purchase Order;
“Purchase Order” means any Customer’s order issued by the Customer to the Supplier pursuant to article 2.3 below ;
“Specifications” mean the features, dimensions, capacity, properties and technical, safety and health standards which any Products are in compliance with at the time of the Purchase Order and which shall be set out in the technical documentation, if any, and in any case which could be modified from time to time;
“Technical Documentation” means the general Specifications, the technical drawings, the Product data or reference sheet (or, as the case may be, technical data sheet), as well as any other documents (including notes and indications in the Purchase Order confirmation) issued by the Supplier which contains Specifications, drawings, composition and list of raw materials, warnings, use and storage instructions or indications and acceptable quality levels (AQL) standards, referred to or in connection with the supplied Products. The Technical Documentation is binding and form essential and integral part of these Terms and Conditions. In case of conflict between a provision of these Terms and Conditions and a provision contained in the Technical Documentation, the latter shall prevail.
2. PURCHASE ORDER
2.1 Supplies. The Supplier shall supply and sell the Products to the Customer upon the acceptance of a Closed Order or specific Purchase Orders issued in the execution of Blanket Order and in accordance with the requirements, such as fees and delivery, Specifications, Technical Documentation and attachments, if any. In the event of any inconsistency between the Terms and Conditions and the Purchase Order, the former shall prevail unless such Purchase Order expressly state otherwise and make reference to the relevant clause of Terms and Conditions which is intended to be deviated.
2.2 Blanket Orders. In case of Blanket Orders, the Customer shall send to the Supplier a 12 (twelve) months-rolling forecast which shall indicate quantities, type and size of Products as well as date of possible Purchase Orders, which it is expected in the following 12 (twelve) months (hereinafter, referred to as the “Rolling Forecast”). In case the Blanket Order is issued for a shorter period, the Rolling Forecast shall be referred to such period. The Rolling Forecast will be monthly updated by sending the further coming 12 (twelve) months-Rolling Forecast. It is agreed that upon sending the Rolling Forecast, Purchase Orders provided in the first 2 (two) months shall be considered binding and shall not be amended by the Customer. It is understood that (i) the Supplier has no obligation to accept either Rolling Forecast and Purchase Orders exceeding the maximum quantity indicated in the Blanket Order and that in any case (ii) the minimum quantity of Products indicated in the Blanket Order is binding on the Customer. Without prejudice to any other Supplier’s right, in case of Customer’s failure to issue the Purchase Orders and/or to take delivery of the binding quantity of the Products indicated in the last 2 (two) months of the Rolling Forecast, in any case after 60 (sixty) days from the date of delivery provided under the Rolling Forecast, the Supplier shall invoice the Customer both the Products’ price and the storage costs.
2.3 Purchase Orders and Acceptance. The Purchase Order, issued by the Customer upon the previous Supplier’s offer, is binding for the latter only by confirmation of Purchase Order which occurs upon (i) Supplier’s acceptance in writing or (ii) Supplier’s performance and/or execution. If the period of validity of an offer made by the Supplier has not been explicitly set, its validity is limited to 30 (thirty) days from the date of the relevant issue.
2.4 Termination of Blanket or Closed Orders. In case of termination or partial reduction of a Purchase Order, if and insofar as expressly accepted in writing by the Supplier, the Customer has to pay in full the finished Products, the work-in-progress and raw materials specifically ordered, as well as the remaining stocked inventory and the investment costs, if any.
3. PRICING AND PAYMENT
3.1 Prices. Prices of Products will be set out in the offer or in the price list provided by the Supplier and in force at the date of the delivery indicated under the Purchase Order (hereinafter, referred to as the “Prices”). Prices include standard packaging and they shall not include any value-added tax and other similar taxes, duties or imposts levied by any governmental agency, income tax or any other assessment levied by any competent authorities. Any such amounts levied, whether withheld at source or otherwise, will be added to the Prices and shall be paid by the Customer.
3.2 Pricing modification. It is hereby understood and agreed between the Parties that the Supplier, upon a prior written notice, shall have the right to increase the Prices, in particular in case of any increase in the production costs beyond the control of the Supplier (i.e. foreign exchange fluctuations, currency regulations, increase in costs of raw materials, labour, energy or transport).
3.3 Payment terms. Unless specifically agreed otherwise in writing, the Customer shall pay each invoice sent by the Supplier within 30 (thirty) days from the invoice date, by direct bank transfer to the Supplier’s bank account. Unless otherwise agreed by the Parties, in the event of unpaid invoices at the expired date, the Supplier shall have the right to apply interest at the maximum rate in accordance with the applicable local law of the Supplier, without prejudice to the Supplier’s right to claim any further damages.
3.4 Delay or default in payment. In the event of Customer’s default or delay in payment, the Supplier shall have the right to suspend the execution of any delivery and performance of outstanding Purchase Orders unless an advance payment or proper security are provided by the Customer within a two-week time period; lacking of such advance payment or proper security, the Supplier shall have the right to cancel any outstanding Purchase Orders, without prejudice to its right to claim any further damages. It is understood that in case of delay in payment even of a single invoice, the Supplier is entitled to request the payment of any further outstanding invoices referred to Products already delivered.
3.5 Offsetting. The Customer may withhold or offset due payments only upon written consent by the Supplier.
4. DELIVERY
4.1 Delivery place. Unless otherwise expressly agreed in writing, delivery of Products is ruled by Ex Works (EXW ICC INCOTERMS latest version); consequently, the Supplier shall make the Products available to be collected and picked up by the Customer at the manufacturing or storage premises indicated in the Purchase Order, at the Customer’s risk and costs.
4.2 Delivery time. Delivery time of the Products shall be indicated in the Purchase Order. In case delivery time cannot be met, the Supplier shall notify this circumstance to the Customer, stating the relevant cause and the new estimated date of delivery. Unless otherwise agreed by the Parties, the Supplier may perform partial deliveries in case it would not unreasonably and materially affect the Customer.
With respect to delivery time not expressly defined as at the essence in the Purchase Order, after 2 (two) weeks from the expiry of the delivery time, the Customer may grant an adequate grace period. In that event, the Supplier may only be deemed in default after the expiry of such a grace period.
In the event of delay in shipment attributable to the Customer, any required storage costs after passing of risk shall be borne by the Customer and the risk of accidental deterioration, loss and destruction shall pass to the Customer upon notification by the Supplier’s of readiness to ship.
4.3 Shipment and delivery risk. Unless otherwise expressly agreed in writing, shipment and delivery shall always be carried out at the Customer's risk and all the shipment activities (i.e. transport, insurance, customs, maintenance) shall be carried out at Customer’s risk and costs (including additional freight costs, excess packing costs and duties).
4.4 Shipment severability. Each delivery shall be considered separately and its failure shall not affect the due performance of other deliveries.
4.5 Retention of title. Delivered Products shall fully remain owned by the Supplier until the concerned receivables have been fully paid up with the consequence that, until the full payment of the Products, the Customer is not entitled to transfer their property without the Supplier’s consent. It being however agreed that, at delivery, the Customer assumes any risks and liability connected with the delivered Products. In case of transfer to third parties without any consent, the Customer shall automatically transfer and assign to Supplier any receivables resulting from a resale of any Products initially sold with Supplier’s retention of title, without prejudice to the right to claim for further damages.
5. WARRANTIES AND REPRESENTATIONS
5.1 Warranty. The Supplier warrants that the Products are in compliance with the Specifications, Technical Documentation, if any. In particular, the Supplier exclusively warrants the Customer that the delivered Products are free from relevant manufacturing defects which (i) make not possible the normal intended specific use of the Products and (ii) comply the applicable AQL as indicated in the Technical Documentation. The warranty has a duration of 12 (twelve) months starting from the date of production of the Products.
5.2 Exclusions. Except for paragraph 5.1 above, the Customer is solely responsible for determining whether Products are suitable for the materials and goods being placed in them, by or at the Customer’s direction (as well as by instructed third parties) or the ultimate user and for determining the proper methods of filling the Products and the closures to be used on the Products, taking into account the likely storage and the use of the filled Products by the Customer, the packager and/or the ultimate user.
Except for paragraph 5.1 above, the Supplier makes no representations or warranty of any kind express or implied, as to merchantability, fitness for particular purpose or any other matter with respect to the Products, whether used alone or in combination with other Items.
In particular, the Supplier shall not held liable for:
(i) any defects resulting from (if any) materials furnished by the Customer or arising out or connected with the Items;
(ii) any damages or accidents attributable to the Customer or to a third party;
(iii) abnormal or atypical use or use that is inconsistent with the Product’s intended use, industry practice, or Supplier’s advice or recommendations as well as warnings and indication for use, machinability and storage;
(iv) change of the characteristics of the Items and/or the conditions of use of the Products by the Customer which have not been disclosed by the Customer.
5.3 Inspection at Delivery. As soon as the Products are delivered, the Customer (or third parties instructed by the Customer) shall, at its own expenses and under its sole responsibility, verify their conformity to the Purchase Order and Specifications.
5.4 Term of notice. Under penalty of forfeiture, the Customer shall notify the non-conformity of Products at the delivery in the event of visible defects and in the event of hidden defects, within 5 (five) days from their discovery, providing any relevant evidence. If authorised, approved or requested in writing by the Supplier, defective Products shall be returned to the Supplier for examination in their original condition and in their original or equivalent packaging. In no other cases, return will be allowed. All returned defective Products shall be accompanied by a report issued by the Customer and the Parties will cooperate in good faith in order to identify the cause of the defectiveness and any possible remedies.
5.5 Supplier’s warranty obligations. Upon the receipt of Customer’s notice in respect of paragraph 5.4 and in case the Supplier acknowledges the existence of the defectiveness, the Supplier at its option shall (i) remedy defects by replacing the defective Products at its own costs and, or (ii) refund the Price paid by the Customer for such defective Products. All returned Products shall, at Supplier’s expense, be delivered under Supplier’s shipment instructions.
5.6 Exclusive remedy and liability. It is hereby agreed and understood that the remedies of Customer regarding defective Products set out herein shall be its sole and exclusive remedies. All other claims and any further liability for defective Products is excluded to the extent permitted by the applicable laws.
6. COMPLIANCE AND SPECIFICATIONS
6.1 Compliance. The Products shall be in compliance with the applicable technical, safety, health, environmental and packaging rules and any other laws, requirements, standards and technical rules if any, in force in the countries where is located the registered office of the Supplier or expressly indicated in the Technical Documentation. Except for any lack of compliance or divergences in respect of the above, the Supplier shall not be liable for any further non – compliance or divergences and the Customer will take care at its exclusive cost and risk for the obtaining of any certification, licence, permit and authorisation of any kind required by any competent authority and/or relevant applicable law, standards and regulations for the use, commercialisation, import and export of the Products.
6.2 Products features. Features of Supplier’s Products, such as, e.g., pictures, colours, drawings, data about weight, measures, performance and capacity contained in offers and brochures are to be considered only for the convenience of users. Such features and data shall in no way constitute a quality warranty but merely a description or labelling of the Products. Request of variations shall be allowed if mutually agreed by the Parties under the Purchase Order confirmation.
6.3 Warnings and indications. The Customer shall make ensure at its own expense and care that the Supplier’s advice, recommendations, warnings and indication for use, machinability and storage concerning the Products are conveyed to and made known by its own customers and by final consumers. The Customer shall indemnify and hold the Supplier harmless from any claim for damages brought by Customer’s customers, by final consumer or, in general, third parties in case of Customer’s failure to properly convey Supplier’s advice, recommendations, warnings and indication for use, machinability and storage. Moreover, the Customer will assume the obligation, holding the Supplier harmless for any liability in such a respect, to affix on the Products any further recommendations, warnings and indication for use, machinability and storage, which can be deemed appropriate under a precautionary principle for the country in which the further customers and users are located.
7. LIMITATION OF LIABILITY
7.1 Liability. Nothing in these Terms and Conditions shall be deemed to limit or exclude the Supplier’s liability toward the Customer: (a) in respect of death or personal injury resulting from its negligence; (b) in respect of fraud or fraudulent misrepresentation; or (c) otherwise to the extent that such limitation or exclusion is not permitted by law. Without prejudice for the foregoing, Supplier’s liability shall be limited to the direct, certain material and foreseeable damages caused to the Customer that result from gross negligence attributable to the Supplier in performing its obligation under this Terms and Conditions and under the relevant Purchase Order.
7.2 Limitation of Liability. In no event the Supplier shall be liable for indirect, consequential special, punitive or exemplary damages, even if it has been advised of the possibility of such damages, as well as and including but not limited to third parties’ claims and/or loss due to operational disturbances and/or loss of profit and/or loss of business and/or depletion of goodwill (whether direct or indirect). The Supplier has no liability for the result of the Customer’s use of the Products in connection with other Products which are not provided by the former.
7.3 In any case, the maximum amount of damages recoverable by Customer, including those claims arising from breach of contract, misrepresentation, restitution, statutes or Supplier’s negligence, shall be within the limits acknowledged by the applicable Supplier’s insurance coverage.
7.4 Product recall. In the event of a binding decision by a competent authority, governmental entity, court or similar public authority to recall Products and where the Products are jointly deemed and acknowledged by the Parties to be the root cause for such recall decision thereof, such recall shall be properly carried out by the Customer , minimizing costs and liabilities. Upon the evidence of the Supplier’s liability, the Customer shall be reimbursed to the extent of direct damages and in any case in the limits provided in this paragraph 7.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Any pre-existing Intellectual Property Rights and know-how already belonging to each Party and used by it in the performance of any Purchase Order shall remain property of such Party. Supplier shall have the full right to use and exploit in any manner in its activity any knowledge, know-how, method, process, concept or idea developed by it during the performance of any Purchase Order. Without prejudice for the foregoing, the Supplier shall retain the ownership of all Intellectual Property on or however related to the Products (and of any relevant idea, concept, drawings, designs, pictures, images, text, audio-visual works, inventions, data models, draft, technical Specifications, tooling, etc., as well as any change, modifications and improvements to them made during and or in connection with) in developing, manufacturing and supplying the Products. Any moulds, lithographic plates, and any other tools for the development as well as subsequent manufacture and delivery, if any, of the Products will remain sole property of the Supplier.
The Customer represents and warrants that it has full right on any artwork, design, model, pictures, drawing, logo, wording, sign, code (including Q-code), Trademark (including form Trademark), tradename, brand and similar items which require to be reproduced on the Products and/or to which the Products must comply with. Therefore, in case of breach of such warranty, the Customer shall defend, indemnify and hold the Supplier harmless from any claim of third parties claiming any intellectual or industrial rights for features of the Products which were required or connected with requirements of the Customer
9. CONFIDENTIALITY
9.1 Confidentiality. The Parties agree that during the period of their commercial relationship as well as for a period of 5 (five) years after the ending of their commercial relationship, any technical, commercial or other information and/or knowledge (including but not limited to concepts, algorithms, software, notes, pictures, images, text, drawings, designs - complete and incomplete -, prototypes and models) concerning the Parties and/or their activities, which has come into the other Party’s possession, whether received directly, in writing, orally or via receipt of Product samples or parts thereof, or acquired during visits, etc., shall be handled with strict confidentiality.
9.2 Public Domain. The confidentiality provisions shall not apply to the use or disclosure of the information which: (a) are or become publicly available, other than as a direct or indirect result of any breach of the confidentiality commitment pursuant this Section 9; (b) were in the lawful possession to the utilizing Party prior to their disclosure (as can be demonstrated by the written records or other reasonable evidence); (c) was lawfully disclosed to the utilizing Party by a third party not in breach of any confidentiality obligation with respect to such information; (d) are required to be disclosed by law or mandatory demand of a competent regulatory or law enforcement agency. Moreover, the Supplier is entitled to inform potential clients and investors about the supply relationship with the Customer in general terms.
10. FORCE MAJEURE AND HARDSHIP
10.1 Neither Party shall be held liable for any delay in execution or for non-execution of all or part of its obligation if the Party is prevented or delayed from performing its obligations for reason of force majeure that is when the performance becomes impossible or unduly burdensome because of unforeseeable events beyond its control, such as epidemic/quarantine events, strikes (including local and factory strikes), boycotts, lock-outs, fires, war (either declared or not), riots, revolutions, requisitions, embargo, energy black-outs, disruption in transport, delay in delivery of components or raw materials. A Party affected by such events shall notify the other Party thereof without undue delay after the circumstance has occurred and shall attempt to do away with the disturbance as soon as possible in order to allow resumption of the performance under the relevant Purchase Order, within the limits of these Terms and Conditions.
It is expressly agreed that the Parties shall meet in order to agree as to the postponement of Supplier’s obligations, which are affected by the event of force majeure, and to the rescheduling of the delivery periods and dates.
10.2 If, prior to the date of delivery of the Products, the circumstances that existed at the date of conclusion of the Purchase Order should change to such an extent as to make it impossible or unduly burdensome for the Supplier to be reasonably required to fulfill one or more of its obligations under the above mentioned Purchase Order, and if such change could not have been reasonably foreseen by such Party, then the Parties shall jointly investigate, at the request of the Supplier, whether such hardship can be removed in a manner acceptable to the non-injured Party. If no agreement is reached within a reasonable time, the Supplier shall be entitled to terminate the Purchase Order without any liability.
11. GOVERNING LAW AND JURISDICTION
11.1 Governing Law. These Terms and Conditions and any Purchase Orders shall be governed by and construed in accordance with the laws of the Supplier’s registered office, with express exclusion of the applicability of the United Nations Convention of Contracts for the International Sale of Goods (1980).
11.2 Jurisdictions. Any dispute or claim arising out of or relating to these Terms and Conditions and any Purchase Orders shall be submitted to the exclusive jurisdiction of the courts at the Supplier's registered office it being however agreed that the Supplier shall have the exclusive right to start any legal action to the courts competent for the Customer’s registered office as well as those competent for the place of delivery of the Products.
12. GENERAL PROVISIONS
12.1 Notices. All notices in connection with these Terms and Conditions shall be in writing in English and shall be delivered in writing by hand, pre-paid first-class post or recognised commercial courier or by certified electronic mail to the addresses indicated in the relevant Purchase Order.
12.2 Anti-Corruption Practices. Each Party represents to the other that neither it nor any of its representatives have been induced to enter into the Purchase Order and into the Terms and Conditions or to cause the Purchase Order and/or the Terms and Conditions to be entered into, as a result of any illegitimate gift, consideration or other benefit paid by a person to any other person. Customer and any of its Affiliate shall comply with all applicable anti-corruption laws (including the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010 and the laws of any other applicable jurisdiction) and with Seda Group Anticorruption Policy available at https://www.sedagroup.com/anti-corruption-policy.
12.3 Code of Ethics. Customer undertakes, in its relations with the Supplier and with third parties (including commercial counterparties, employees and public authorities), to observe the principle of legality with respect to the regulations in force and to behave ethically.
By signing this Terms and Conditions, the Customer acknowledges that the Supplier has adopted and implemented the Code of Ethics of the Seda Group (the "Code of Ethics of the Group").
The Customer declares that it is aware of - either by having received a copy from the Supplier or by having consulted the company's website, at https://www.sedagroup.com/code-of-ethics - and undertakes to respect the principles and rules contained in the Code of Ethics of the Group.
The Customer also undertakes to: (i) not to implement (and to ensure that its directors, employees, consultants, contractors, if authorised, do not implement) any of the crimes provided for by Italian Legislative Decree 231/2001 and /or any similar law of the place of incorporation of the Supplier; (ii) refrain from engaging in (and ensuring that its directors, employees, consultants and authorised contractors refrain from engaging in) conduct that may involve, for any reason and at any level, and therefore also in any way, in cases in which even the most residual risk of liability may arise with regard to the offences envisaged by Italian Legislative Decree 231/2001 and /or any similar law of the place of incorporation of the Supplier, including those introduced after the signing of these Terms and Conditions. The Customer undertakes to promptly inform the Supplier in writing of any violation, for any reason and at any level, of the regulations referred to in Italian Legislative Decree 231/2001 and /or any similar law of the place of incorporation of the Supplier and/or of the provisions contained in the Code of Ethics of the Group of which it has become aware (either directly or through its directors, employees or consultants) in the context of the execution of the contractual relationship covered by this Terms and Conditions and which may, even only in a residual and potential way, imply its own involvement.
Compliance with the principles contained in Italian Legislative Decree 231/2001 and /or any similar law of the place of incorporation of the Supplier and more specifically in Code of Ethics of the Group is to be considered essential for the continuation of the contractual relationship in question and, therefore, any breach by the Customer (and/or its subcontractors and/or employees and/or collaborators for any reason whatsoever) will constitute a breach of contract. The Supplier therefore reserves the right, in violation of the above, to terminate the agreement by right, without the need for notice and/or formal notice, without prejudice to any other legal remedy, including the right to compensation for any damages suffered or to be suffered as a result of the aforementioned violation.
The Supplier also reserves the right to terminate the agreement by right, without the need for notice and/or formal notice if a sentence of conviction or definition of the penalty has been pronounced against a director or employee of the Customer (or a representative or contractor possibly authorised by the Customer, if the latter operates in the context of activities carried out in the name and on behalf of the Customer), even if not final, or if a final sentence has been pronounced for one of the predicate offences referred to in Italian Legislative Decree 231/2001 and /or any similar law of the place of incorporation of the Supplier, including those introduced after the signing of this Terms and Conditions.
In any case, the Customer undertakes, at the time of becoming aware of the opening of criminal proceedings (including preliminary investigations) against the above-mentioned Parties for one of the predicate offences referred to in Italian Legislative Decree 231/2001 and /or any similar law of the place of incorporation of the Supplier, to promptly inform the Supplier in writing. It is expressly understood between the Parties that the occurrence of such event constitutes a termination condition of the contract placed in the exclusive interest of the Supplier, which will have the right - at its sole discretion and therefore excluding any exception of the Customer - to terminate this contractual relationship or not.
Without prejudice to the above, the Supplier reserves the right to monitor the Customer's compliance with the above principles and to carry out all checks and audits preparatory to ascertaining their compliance at any time. To this end, the Customer shall promptly provide the Supplier, upon simple verbal or written request by the latter, with any information that the Supplier deems necessary or useful for carrying out the verifications. By way of example and not limited to, the Customer shall grant, inter alia, access at its premises to representatives of the Supplier’s who request verification of compliance with these principles and shall agree to improve and correct any deficiencies found on the Supplier’s instructions.
12.4 Assignment. Customer shall not be entitled to assign any rights or obligations under these Terms and Conditions or any Purchase Order without the prior written consent of the Supplier.
12.5 Subcontracting. Supplier has the right to subcontract its performance obligations under the Purchase Order by sending a written notice to the Customer.
12.6 Waiver and Severability. No waiver of any term, condition or obligation of these Terms and Conditions shall be valid unless made in writing and signed by the Party to which such performance is due. No failure or delay by any Party at any time to enforce one or more of the terms of these Terms and Conditions shall (a) constitute waiver of such term (or any subsequent term) or (b) preclude such Party from requiring performance by the other Party of such term at any later time.
The invalidity or inefficacy of one or more provisions shall not cause the invalidity, inefficacy or termination of this Terms and Conditions as a whole. The Parties shall replace the invalid provisions with provisions having, as far as possible, the same purpose.
12.7 Privacy and Data Security. The Parties, for the implementation and execution of the legal relationship governed by these Terms and Conditions, acquire and process personal data of the respective counterpart as autonomous data controllers. In particular, throughout the negotiation and drafting of this contract, as well as throughout the management of the contractual relationship established, both Parties collect and acquire personal data of natural persons acting in the name of or on behalf of the other Party (such as name, surname, role, email address, etc.).
The Parties mutually acknowledge that they are aware of and apply the Data Protection Laws and recognize that the obligations concerning personal data protection are essential and that their failure will result in the resolution of the Terms and Conditions.
The Supplier will process personal data provided by the Customer in accordance with the Privacy Notice available at the following link https://www.sedagroup.com/privacy-policy.
12.8 Entire Agreement. Save as expressly stated otherwise herein, these Terms and Conditions and the relevant Purchase Order provide the entire agreement between the Parties with respect to the subject matter hereof and supersedes all oral understandings, representations, prior discussions and preliminary and past agreements.
12.9 Amendments. These Terms and Conditions may be subject to any further amendment or revision made by the Supplier and a valid version is always available on Supplier’s website at https://www.sedagroup.com/terms-conditions.
The Customer expressly and specifically accepts the following Terms and Conditions: 3.2 (Pricing Modification); 3.4 (Delay or default in payment); 3.5 (Offsetting); 4.2 (Delivery Time); 5.2 (Warranty); 5.5 (Term of notice); 5.6 (Supplier’s warranty obligations); 5.7 (Exclusive remedy and liability); 6 (Compliance and Specifications); 7.1 (Liability); 7.2 (Limitation of Liability); 7.3 (Product recall); 9 (Confidentiality); 10 (Force Majeure and Hardship); 11 (Governing Law and Jurisdiction); 12.2 (Anti-Corruption Practices); 12.3 (Code of Ethics); 12.5 (Subcontracting); 2.6 (Privacy and Data Security); 12.9 (Amendments).
Seda Group - Terms & Conditions of Supply - 10102024