GENERAL PROVISIONS
These General Sales Conditions (hereinafter the ‘General Terms and Conditions’) regulate all Products Sales Contracts (as defined hereafter) agreed between Movin s.r.l. (hereinafter the ‘Seller’) and any purchaser of the Products (hereinafter the ‘Buyer’). In case of inconsistency between these General Terms and Conditions and any Special Conditions of the Seller included in the Contracts agreed between the Seller and the Buyer (hereinafter jointly referred to as the ‘Parties’), or in any other document and/or Seller’s template, the Seller’s Special Conditions shall prevail over the General Terms and Conditions.
These Sales Conditions will in any event prevail over any general or special terms and conditions of purchase of the Buyer.
For all matters not regulated by these Conditions, the rules of the Italian Civil Code on buying and selling shall apply.
Any amendments, integrations or derogations to these Conditions coming from the Buyer shall be ineffective, unless expressly previously approved in writing by the Seller. All integrations, clarifications, extensions, deletions, updates the Buyer may submit to these General Terms and Conditions not followed by the Seller’s express written approval, shall therefore remain ineffective.
Granted
– that the Seller is an Italian company that produces and markets transport and handling systems, automated equipment, controlled axis manipulators, and Carton-freezer Systems, from now on referred to as Products;
– that the Parties agree that all the supplies of Products carried out by the Seller to the Buyer will be subject to the General Terms and Conditions as provided below;
All the above granted, the following is stipulated and agreed:
1. PREMISES AND ANNEXES
1.1 The premises and annexes are an integral part of these General Terms and Conditions of Sale.
2. DEFINITIONS
The terms listed below have the following meanings:
– Seller: Movin Srl, Via Maniago, 43/A – 33080 San Quirino (PN) – Italy – company incorporated under Italian law registered in the Chamber of Commerce of Pordenone at REA (Economic Administrative Index) n. PN-53755.
– Buyer: a natural or legal person/company that buys Products from the Seller, directly or indirectly pays the price of them and accepts these General Terms and Conditions of Sale.
– Agreement: this document (General Terms and Conditions of Sales) and all the contractual documents that the Seller and Buyer will exchange between them in present and future buying and selling, such as Offers, Orders, Order Confirmations, proforma Invoices, etc. if strictly understood, the single sale.
– Date the Agreement enters into force: the date on which the sales Agreement is intended as concluded pursuant to Article 3 of these General Terms and Conditions of Sales.
– Prices: the price of the Products supplied by the Seller to the Buyer based on the amount expressed in a certain currency, which will be agreed and accepted by the Buyer.
– Delivery terms: any reference to commercial terms will be made by referring to the Incoterms® 2010 ICC.
– Shipping date: the shipping date of the Products will be considered the date of the transport document.
– Products: means the Products (generally specify the Products) covered by the sales Agreement concluded between the Seller and the Buyer.
3. CONCLUSION OF THE AGREEMENT
3.1 The Agreement is concluded in the moment in which the Party that made the proposal is aware of the acceptance of the other Party.
3.2 The proposal, acceptance, revocation and any other direct declaration to a Party are considered known in the moment they reach the recipient’s address, if the recipient does not prove it was impossible to receive any notification through no fault of its own.
3.3 There are two procedures forming the Agreement, depending whether it starts with a Request or with a Purchase Order from the Buyer. In the first case, the provisions in the next paragraph 3.3.1. will apply. In the second case, the provisions of paragraph 3.3.2. will apply.
3.3.1 If the forming procedure of the Agreement starts with a Request from the Buyer – to be considered as a mere invite for an offer – the Seller will be free to consider such Request or to ignore it on its unquestionable judgement. If it should consider the Request and follow it up, the Seller will send the Buyer an Offer – to be considered as a proposal – containing: (a) the details of the Request formulated by the Buyer to the Seller; (b) the description of the Products; (c) the prices of the Products; (d) the payment conditions of the Products; (e) the delivery methods of the Products according to Incoterms®; (f) delivery times of the Products; (g) the packaging methods of the Products; (h) the validity of the Offer; (i) the Offer acceptance methods; (j) any other information that the Seller considers useful or necessary. If the Buyer accepts the Offer, it will send the Seller a Purchase Order within 60 working days and if compliant with the Offer, will constitute the acceptance: with the consequence that the Agreement will be intended as concluded in the moment in which such Purchase Order reaches the address of the Seller, that must, however, follow it up by sending an Order Confirmation or proforma Invoice to the Buyer.
3.3.2 If the forming procedure of the Agreement starts with a Purchase Order from the Buyer – to be considered as a proposal – the Seller will be free to consider such Purchase Order or to ignore it on its unquestionable judgement. If it should consider the Purchase Order and follow it up, the Seller will send the Buyer an Order Confirmation which, if compliant with the Purchase Order, will constitute the acceptance: with the consequence that the Agreement will be intended as concluded in the moment in which such Purchase Order reaches the address of the Buyer.
4. PRODUCTS
4.1 The subject of the sales governed by these General Terms and Conditions of Sales are the Products indicated in the catalogue of the Seller in force at the moment the Buyer sent the Purchase Order, or the Products, ordered each time by the Buyer.
4.2 The sending of catalogues or price lists does not constitute a formal offer by the Seller, that remains free to modify them at any moment and without any prior notice. Any information or data on the characteristics and/or technical specifications of the Products in the catalogues or other illustrative material of the Seller, will be binding, in order to evaluate the conformity of the Products, only to the extent in which such data will be referred to once again in the Order Confirmation or in the proforma Invoice.
4.3 The Seller may make changes to the Products if they are needed, without changing the essential characteristics, notifying them to the Buyer.
5. PACKAGING
5.1 Products will be packed and prepared for shipment according to the best practices and care that the nature of the Product needs, with the protection required for normal transport conditions.
5.2 In the case the Buyer needs the Products in question in the Agreement to be shipped with particular and specific packaging, it must make a specific request to the Seller before the conclusion of the Agreement, indicating the type of packaging required. In the lack of a specific request and all further information, the Seller will not be held responsible in any way for any damage due to the packaging.
5.3 The Seller can accepts the specific packaging request from the Buyer. In this case the Buyer will communicate any additional charges if the special packaging requested by the BUYER has a greater impact on the selling price. This increased burden may also be counted apart from the selling price.
6. ORDERING AND DELIVERING PRODUCTS
6.1 No purchase order for THE PRODUCTS sent by THE BUYER will be binding on the SELLER if it has not been expressly accepted in writing by the same SELLER, according to the contract formation process referred to in the superiors articles 3.3.1 and 3.3.2.
6.2 THE PRODUCTS will be supplied by THE SELLER to THE BUYER within the time limit indicated in the Purchase Order, order confirmation or proforma invoice coming from the SELLER or in any other document coming from them.
6.3 The SELLER is not responsible for any loss, failure or damage to the PRODUCTS after delivery to the BUYER; under no circumstances may the BUYER refuse to pay the price or suspend payments of the PRODUCTS.
6.4 The obligation of the SELLER to deliver the PRODUCTS may be suspended in all cases of non-compliance with the payment terms of the PRODUCTS by the Buyer.
6.5 The Seller undertakes to deliver the products within the agreed deadline. However, the deadline will be extended in case of occurrence of causes not directly attributable to the Seller, such as force majeure, epidemics and pandemics, problems in the supply of raw materials, blockades and stops ordered by the authority. Of these eventualities will be given prompt written notice to the Buyer.
In the different cases where the delay in delivery depends on the production process, the Seller will promptly communicate to the Buyer a new delivery deadline. In this case, the Buyer will provide the maximum collaboration in good faith to put the Seller in the condition to be able to deliver within the new delivery date. In the event of non-collaboration of the Buyer, the Seller may withdraw from the contract.
In any case, the Seller cannot be held liable for slight negligence.
7. SALES PRICES
7.1 The prices of the PRODUCTS (hereinafter Prices), are those shown in the Purchase Order, order confirmation or proforma invoice issued from the Seller and, unless otherwise agreed, include the costs related to the transport and insurance of the goods, and any other charge regarding the delivery of the goods in accordance with the delivery deadline adopted by the PARTIES, the meaning of which will be that contained in the Incoterms 2020® of the ICC.
7.2 In contracts with continuous, deferred or periodic execution, the price shall be subject to a revision which the parties will, from time to time agree, in so far as the cost of raw materials, labor or transport develops. Any changes to the supply, requested by the Customer in writing with an additional Order, will be invoiced to the latter in addition to what is agreed in the Contract or in the order. The Seller may avail himself of the right to transfer the credit to third parties.
8. PAYMENT
8.1 Payment of the Products must be carried out to the bank which, will be indicated each time in the special sales conditions (Offer, Order Confirmation, proforma Invoice, other document), according to the methods indicated in the latter. The Seller, if authorized by the Order and/or the Contract, may issue draft.
8.2 In the event in which the payment of the price of the Products (in full or partially) is a Documentary Credit, or a bank transfer assisted by a bank guarantee or by a Stand-by credit letter, such payment and guarantee instruments must be issued in compliance with what the Parties agree in the Order Confirmation or in the proforma Invoice or other document.
8.3 The Parties agree that the terms of delivery of the products shall start from receipt of the payment and/or guarantee instruments referred to in point 8.2 above.
8.4 The Parties further agree that each one will pay for the expenses and the commissions that the respective banks (the banks of the Seller and the Buyer) will apply for transferring currency and for the issuing of the aforementioned payment and guarantee instruments.
8.5 The terms set for payment are always essential and mandatory and must be strictly respected by the buyer who in no case, even in the presence of any disputes or complaints for defects, can totally or partially suspend payments, delay them with respect to the agreed terms or refuse to pay.
The price may not be compensated under any circumstances with claims or compensation.
In case of non-payment in whole or in part of the Products within the agreed deadlines, the Seller may suspend the delivery.
Ownership of the products passes to the Buyer at the time of full payment of the agreed price.
In the event of delayed payment, the interest rate as per the Legislative Decree 231/02 shall be determined without the need for a formal act of formal notice.
9. DELIVERY
9.1 In the lack of indications in the Offer or in the Order Confirmation or in the proforma Invoice of the Seller, the delivery of the Products is to be understood Ex Works. In the case of deliveries of Products with the term “Ex works” the Buyer undertakes to appointing a forwarder or a carrier to collect the Products in the place indicated by the Seller, within 5 working days from the notification of the goods ready for delivery, sent by the Seller to the Buyer. The Seller undertakes to delivering the PRODUCTS packed in its own plant or in a different one agreed, provided that the terms of payment and/or issue of bank guarantees have been complied with in accordance with the provisions of the above mentioned articles.
9.2 In the event that the BUYER does not appoint a forwarder or carrier within the aforementioned period or the shipper or carrier appointed by the BUYER does not promptly take delivery of the PRODUCTS, the BUYER is required to pay the SELLER, as compensation for storage in stock, an amount equal to 5% (five percent) of the price of the PURCHASED PRODUCTS indicated on the invoice , calculated for each month or fraction of a month of inventory.
9.3 If the Buyer does not collect the goods within 5 (five) working days from the notification of the goods availability, the Seller, alternatively to what is provided for in paragraph 9.2, may, on its unquestionable judgement, send the Products at the cost and expense of the Buyer, providing the terms and conditions of the transport. Should the Buyer refuse to receive the Products, the Agreement will be resolved by right and the Seller will have the right to a penalty calculated in a percentage of 50 % of the value of the Products as stated in the Order Confirmation or in the proforma Invoice, without prejudice to a compensation for a greater damage.
9.4 The delivery terms indicated in the Order Confirmation or in the proforma Invoice or in the Offer are purely indicative and are not of an essential nature. The terms themselves are however considered automatically deferred in the case of late payment of even only one invoice and/or instalment by the Buyer, or for any modification to the supply requested by the Buyer after the conclusion of the Agreement or in the case of late notification by the bank of the Documentary Credit or of the Stand-by credit letter, according to the terms and instructions in the Order Confirmation, or of late receipt of the Autonomous guarantee issued by the primary bank according to the terms and conditions in the Order Confirmation.
9.5 In any case, the delivery period is considered to be adequately extended if the Buyer does not comply with the contractual obligations on time and in particular: if payments are not made on time; if it does not provide in time the required information for the execution of the supply and does not give the approval of the executive drawings and schemes, where required; if any variants are required and accepted during the execution of the Order; if it does not supply some owned materials in time. The risk for the decay of the goods and any other risk related to will pass to the buyer from the moment of delivery.
10. RETENTION OF OWNERSHIP
10.1 The Seller keeps the right of ownership of the Products delivered by itself to the Buyer, until the full payment of the Price has been paid or otherwise agreed in write.
10.2 The Buyer, in observance of the right of retention of ownership as foreseen above for the Seller, undertakes to keeping the bound goods separately under “Retention of Ownership” in the warehouse and to refrain from engaging in actions or behaviour that could prevent the Seller the valid exercising of such right. The Seller also reserves the right to access the warehouse as a consequence of retention of ownership.
10.3 The Buyer is forbidden to resell, transfer or submit as collateral to third parties the Products purchased from the Seller without having first paid the full price to the Seller; any executive procedure promoted by third parties concerning the Products must be immediately notified to the Seller. In case of violation of this obligation, the Buyer will be liable for all damages that the Seller has suffered and must keep him harmless from any claims of third parties.
10.4 In the case of any violation by the Buyer of any of the obligations appointed to it by this Article, the Seller will have the right to cancel with immediate effect, all orders of Products that have not yet been executed.
11. PRODUCT GUARANTIES
11.1 The Seller guarantees the conformity of the Products to the Buyer, limited to the technical specifications contained in the Order Confirmations, the proforma Invoices or in the Offers, prepared on the basis of what is actually requested in the accepted Purchase Order.
The Seller does not provide any warranty other than those referred to in these Terms on the products provided, or on particular technical specifications and characteristics not communicated at the time of conclusion of the contract or for different uses of the products and may not in any way be held responsible for any consequent damage. The Buyer is prohibited from using the goods improperly and, therefore, he will be solely responsible for any damage in the event of improper use. In addition, the Seller provides no guarantee and will not be liable in any way for loss of profit, loss of use, loss of production, loss or damage to raw materials or final products or for any other indirect, special, consequential or incidental damage other than these Terms. The warranty in any case does not cover in case of non-compliance by the Buyer with the agreed payment terms; assembly and testing not carried out with the best practice by the Buyer; non-compliance with the instructions of usage or maintenance, lack of maintenance; inappropriate use of the scope of the supply; failure to comply with the technical and safety standards in force; accidents or consequences from theft, vandalism, lightning, fire, humidity, weather events in general, infiltration of liquids or causes not foreseen during the design process; linking or integration into unforeseen or authorized devices and/or equipment; any use, intervention, modification, repair carried out by unauthorized and untrained persons; inadequate power supply (electrical, air); normal wear and tear; use of unauthorized non-original spare parts; bad function due to external causes (mechanical, electrical, vibration, etc.); changes to be made due to changes in the legislation after delivery; sabotage; broken or damaged parts due to alterations performed by the Buyer or third parties; lack of ordinary and extraordinary maintenance; use of material that is not suitable and not conform to machine specifications (e.g. lubricants, refrigerants, consumables, etc.); use of machine accessories that do not comply with technical and contractual specifications; non-original or non-technical specifications. In addition, the warranty does not cover broken or damaged parts due to: unpredictable actions caused by personnel or property; chemical agents, sterilizing solutions, not suitable for cleaning the machine; atmospheric agents; electric discharges; insufficiency of the electrical and/or pneumatic system; hydraulic, electrical and pneumatic systems that do not comply, and connected to the machine referred to in the order confirmation; tampering and alterations to the basic software of the machine;
11.2 As indicated, under no circumstances will the BUYER be exempted from his obligation to pay the price of THE PRODUCTS in case of dispute over the Products.
11.3 The Buyer must check the products at the time of delivery by the Seller and in any case before delivery to the end user. In case of disputes about the products, the Buyer must promptly send within eight days of the discovery a written communication by fax, email or letter to the Seller, indicating the type of defect, under penalty to lose the warranty.
11.4 The Seller has the right to withdraw, at its own expense, the defective Products from the market, as far as possible, with the cooperation of the Buyer.
11.5 With the sole exception of cases of fraud and serious misconduct of the Seller, the only liability of the latter towards the Buyer, for the supply of the Products, is limited to the obligation to repair and/or replace the defective and/or non-compliant Products and, on its unquestionable judgement, the FCA supply (Incoterms® 2010) of new Products (or new parts) to replace the defective ones (or defective parts).
11.6 Unless otherwise agreed in writing between the Parties, the Seller undertakes, therefore, to remedy the defects of the Products only if ascribable to itself, provided that such faults or defects are not due to normal deterioration and/or inappropriate use and/or improper maintenance by the Buyer and have been notified in writing to the Seller within 8 (eight) days from the delivery date or, if hidden, from their discovery, which must occur however, no later than 365 (threundredsixtyfive) days, from the delivery date. Therefore, in order to guarantee a prompt assistance during the warranty period, the Buyer will have to supply and make available the “recommended” spare parts proposed by the Seller that will be promptly replaced. The Buyer will also have to pay the necessary labor and travel, food and accommodation costs to the Seller’s staff.
11.7 It is understood that the aforementioned guarantee (obligation to repair or replace the Products) absorbs and replaces any other guarantee and, under no circumstances, the liability or any right of the Seller will extend to direct, indirect, accidental losses or damages, or any consequences suffered by the Buyer because of the faults and/or conformity defects of the Products.
11.8 This guarantee will be valid for a period of 12(twelve) months (hereinafter “Product Guaranties”) taking effect from the delivery of the Products based on the adopted Incoterms® 2010 rule and cannot under any circumstances be suspended or prolonged as a consequence of the failure to use the Product by the Buyer, even if due to repairs under warranty. For materials not specific to the seller’s production, the warranty terms are those in force and guaranteed by the respective manufacturers.
11.9 Any claims or complaints brought forward by the Buyer concerning the Products do not give the Buyer the right to suspend or delay payments of the Products, subject to dispute, nor to other supplies.
12. FORZA MAJEURE
12.1 None of the PARTIES is liable for failure to comply with any of its obligations to the extent that it proves that such non-compliance is due to an impediment independent of its control and will (such as, but not limited to: strike, boycott, lockout, fire, floods, earthquakes, civil and non-civil wars, riots, revolutions, requisitions, embargoes, power outages, public authority measures, public authority measures, epidemics and pandemics). The party who is prevented for a force majeure cause will immediately communicate it in writing to the other party at the time of the occurrence of that circumstance and will take all appropriate measures to limit its effects. In this case, the delivery deadlines shall be deemed to have been extended and the new time limit shall be set by the parties in agreement. The circumstance of force majeure cannot be invoked if it arises after the expiry of the contractual delivery period.
12.2 The Party that invokes the exemption from liability must notify it to the other Party, as soon as possible and straight after becoming aware of the hindrance and its effects on its capacity to fulfil its obligations. A similar notification must be given as soon as the cause for exemption from liability ceases to exist. The Party that omits one the notifications is liable for the damages that could have otherwise been avoided.
12.3 The Party that invokes the exemption from liability must notify it to the other Party, as soon as possible and straight after becoming aware of the hindrance and its effects on its capacity to fulfil its obligations. A similar notification must be given as soon as the cause for exemption from liability ceases to exist. The Party that omits one the notifications is liable for the damages that could have otherwise been avoided.
12.4 If the exemption case continues to exist for a not inconsiderable period depending on the nature of the deal and the needs of the parties, each Party shall have the right to terminate the contract by written communication to the Other Party.
13. TERMINATION OF THE AGREEMENT
13.1 Specifically, the Seller may terminate the Agreement with immediate effect, in the following cases:
a) if the Buyer does not fulfil the obligations referred to in Article 8;
b) if the Buyer is subject to bankruptcy or liquidation procedures or if the Buyer’s economic situation is such as to reasonably presume the insolvency of the Buyer;
c) if the shares and/or quotas representing the majority or control of the Buyer’s capital are directly or indirectly sold, transferred or bound by guarantee.
14. CONFIDENTIALITY, PRIVACY AND CODE OF ETHICS
The Parties agree to keep information or technical knowledge exchanged to manage the Agreement or in any way acquired during the execution of their business relationships, strictly secret and confidential and not to disclose to third parties in any form, which would result in compensation for damages that each Party proves to have suffered as a consequence of the violation, by the other Party of this confidentiality obligation.
In compliance with the provisions of EU Regulation 2016/679 on the protection and circulation of personal data (hereinafter the “Regulation”), with reference to art. 13, we inform you about the purposes of the processing of personal data collected, the scope of dissemination, communication and the provision of the same.
PURPOSE AND LEGAL BASIS OF THE PROCESSING
The personal data provided will be processed by the Data Controller exclusively for the following purposes and legal bases:
|
Purpose |
Legal basis |
| Execute the obligations arising from a contract of which the interested party is a party or to fulfill, even before the conclusion of the contract, specific requests from the interested party. | Execution of a contract pursuant to art. 6 lett. b) GDPR: processing is necessary for the execution of a contract of which the interested party is a party or for the execution of pre-contractual measures adopted at the request of the same |
| Provide customer assistance services, including in relation to commercial relationships | Execution of a contract pursuant to art. 6 lett. b) GDPR: processing is necessary for the execution of a contract of which the interested party is a party or for the execution of pre-contractual measures adopted at the request of the same |
| Fulfill the tax and accounting obligations required by law | Legal obligation pursuant to art. 6 lett. c) GDPR: the processing is necessary to fulfill a legal obligation to which the Data Controller is subject |
| To fulfill the obligations of law, regulation or community legislation in general | Legal obligation pursuant to art. 6 lett. c) GDPR: the processing is necessary to fulfill a legal obligation to which the Data Controller is subject |
The processing does not take place with automated methods. The data provided will be processed with and without the aid of IT tools.
PROVISION OF DATA
The provision of data is mandatory for the fulfillment of all related legal and contractual obligations, and failure to provide it may make it impossible to establish or continue correctly the contractual relationship.
PROVISION OF DATA
Personal data will be kept for the time necessary to achieve the purpose for which they are collected or provided, or for a maximum of ten years as required by law in the case of tax and accounting data or contractual documents.
CATEGORIES OF RECIPIENTS
The data provided may only be known to the employees and collaborators of Movin S.r.l. specifically authorized to process such data as agents and managers, for the sole purpose of perfecting the activities requested by the customer. These subjects are bound to secrecy and confidentiality also on the basis of specific internal regulations.
The data strictly necessary for accounting and financial operations may be communicated to a trusted external professional (e.g. accountant). Furthermore, the data collected may be disclosed, in Italy, to banking institutions, insurance agencies (for the management of any insured risks), PA, transport companies or shippers, financial administrations, and this exclusively in the pursuit of the purposes listed above.
In any case, the data will never be disclosed.
DATA CONTROLLER IDENTITY AND CONTACT DETAILS
The Data Controller is Movin S.r.l. in the person of the pro tempore legal representative, with registered office in Via Maniago, n. 43 / a, 33080 San Quirino (PN), tel .: 0434/91550, fax: 0434/917782, e-mail: movin@movin, p.e.c .: movinspa@cgn.legalmail.it, C.F./P. VAT: 01268300934.
RIGHTS OF THE INTERESTED PARTY
At any time you can exercise, without particular formalities, your rights towards the Data Controller, pursuant to art. 15 and following of the Regulation, in particular to obtain confirmation from the Data Controller of the existence or otherwise of a processing of data concerning him, to know its origin, to request access to personal data, updating, rectification, the cancellation or to request the limitation of the processing of personal data or to express opposition to their processing, to request their portability. These articles also provide for the data subject’s right to lodge a complaint with a supervisory authority.
15. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS
15.1 Any industrial and intellectual property rights relating to the PRODUCTS supplied are and will remain – even after the execution or termination of the Contract – the exclusive property of the SELLER.
All documentation made available by the Seller to the Buyer for the execution of the supply, in addition to remaining the exclusive property of the Seller, is strictly confidential and cannot be disclosed, copied, reproduced in any way.
The Seller is the sole owner of any software of the Products and all industrial and intellectual property rights on the products sold remain exclusively in the seller’s ownership. The Buyer is granted only the right of a free license of use.
The Buyer and end user are prohibited from making any changes, even marginal, without the seller’s consent and approval.
In the event that the Buyer or end user makes changes to the software they will be solely responsible for any damage to the machinery, persons and/or property, and this will result in the immediate and total decadence of any warranty and the Seller will be entitled to compensation for all damages suffered.
The Buyer is prohibited from reselling, divesting, guaranteeing, in favor of third parties the products purchased by the Supplier without first having paid the price in full to the Supplier; any enforcement procedure initiated by third parties that has as its object the products must be immediately brought to the attention of the Supplier.
15.2 It is also strictly forbidden for the Buyer to use – even after the execution or the termination of the Agreement – the brands and other distinctive signs of the Seller, which would result in the payment of a penalty of 50,000 (fifty thousand) Euros for each ascertained violation and without prejudice to compensation for further damages that the Seller proves to have suffered as a consequence of such a violation.
15.3 The Buyer undertakes to communicating to the Seller any and every violation or attempted violation of the industrial and intellectual property rights of the Seller as soon as possible, of which it should become aware; and further undertakes to provide the Seller with its utmost cooperation so it can defend its industrial and intellectual property rights in front of the competent Court in the most effective manners.
16. LANGUAGE
These Conditions are written in English and/or Italian and in case of interpretative differences the only version that should be considered is the Italian one.
In the case of other documents and/or communications exchanged between the PARTIES written in different languages, the English version will prevail, unless one of the language is Italian, in which case will also prevail on the English one.
Any written communication between the parties must be sent, in Italian, to the respective legal offices declared at the time of conclusion of the contract or subsequently communicated or at the domicile possibly elected for this purpose. Communication made in places other than those just indicated will be considered to have no effect.
17. APPLICABLE LAW AND JURISDICTION
17.1 The Agreement, of which these General Terms and Conditions of Sales are an integral part, is governed by Italian law, with the express exclusion of the United Nations Convention on the International Sale of Goods adopted in Vienna on 11 April 1980 (CVIM). In the event of disputes, the parties will do their best to resolve amicably and by the conciliatory way. If, in spite of everything, a satisfactory friendly solution is not reached within a reasonable time for both parties, the dispute will be referred exclusively to the jurisdiction of the Court of Pordenone.
