1.1 These General Manufacturing Terms and Conditions (the "General Terms") govern the contractual relationships between Biofarma S.r.l. with registered office in Via Castelliere 2 - 33036 Mereto di Tomba (UD) - Italy VAT: 02895910301 (the "Manufacturer") and any party (the "Customer") who commissions the Manufacturer to produce food supplements, medical devices, probiotic pharmaceuticals and cosmetics.
1.2 The submission of an order by the Customer constitutes unconditional acceptance of these General Terms. Any general terms and conditions of the Customer shall not be applicable, unless accepted in writing by the Manufacturer.
1.3 Any derogation from or modification to these General Terms must be agreed in writing and signed by both Parties.
Affiliate: any corporation or other business entity which, directly or indirectly, is controlled by, controls, or is under common control with a party. For such purposes, "control" shall mean the direct or indirect ownership of at least fifty percent (50%) of the voting interest in such corporation or other entity or the power in fact to control the management directions of such entity.
Country of Origin: the territory of Italy.
Improvement: any improvement, development, enhancement, modification or derivative of the Product, or its design or manufacturing process, which would make the Products cheaper, more effective, more useful or more valuable, or would in any other way render the Products more commercially competitive.
Working Day: a day other than Saturday, Sunday or a public holiday in Italy.
Materials: all necessary raw materials such as active ingredients, excipients and other substances, auxiliaries and packaging materials, including primary, secondary, collective and transport packaging necessary to produce the Products.
Manufacturing Law: all health and safety requirements provided for by the applicable legislation in the Country of Origin (Italy) aimed at ensuring the safety and suitability of the Products for human use and, if required by the nature of the Products, for human consumption, excluding all regulatory requirements relating to labelling and packaging intended for the final market.
Local Law: all laws and regulations in force in the Territory.
Local Regulatory Requirements: all mandatory requirements, technical specifications, quality standards or manufacturing processes – other than those provided for by the Manufacturing Law or the Specifications – established by the Local Law or by any Regulatory Authority of the Territory (including but not limited to those relating to toxicity, safety, efficacy, labelling and packaging of the Products) that the Products must comply with in order to be legally marketed, promoted and distributed in the Territory.
Marketing Authorisation: the authorization, if required by Local Law, to place the Products on the market in the Territory, or any equivalent authorization issued by a Regulatory Authority in the Territory.
Month: a calendar month according to the Gregorian calendar. Regulatory Authority: any competent authority in the Territory that regulates the market for the Products.
Order: purchase order issued by the Customer according to the procedures set out in Article 5. Products: the products ordered by the Customer and specified in the Order.
Specifications: the technical and quality specifications of the Products agreed in writing between the Parties.
Technology: methods, techniques, standards for materials, formulas, prescriptions, recipes, processes, quality assurance procedures and know-how (patented, patentable or not) used for the Production of the Products.
Territory: the geographic territory or territories in which the Customer is authorized to sell, market, distribute and commercialize the Products.
Order Lead Time: the time required from Order confirmation to availability for delivery, generally 120 working days (excluding summer and Christmas holidays), unless otherwise agreed.
Year: any period of 12 consecutive Months from 1 January to the following 31 December.
The Manufacturer undertakes to: produce, label, package and store the Products in exact accordance with the agreed Specifications and with the Manufacturing Law applicable in the Country of Origin (Italy); use Materials and Technology compliant with the Manufacturing Law; maintain all licenses and authorizations necessary for production in the Country of Origin.
Unless otherwise agreed in writing: all necessary Materials and Technology shall be developed or procured by the Manufacturer at its own expense; the Customer may, subject to the Manufacturer's prior written approval, supply specific Materials or request the use of particular Technologies; any Materials, Technology or Equipment provided by the Customer must be clearly identified and described in writing in the Specifications.
In the case of Materials, Technologies or Equipment provided by the Customer, the Customer: warrants that they do not infringe third party rights and are suitable for the production of the Products in compliance with all the quality terms and standards provided for; remains exclusively and fully liable for, and indemnifies without limitation and holds harmless the 2 Manufacturer at all times from, any liability, cost, expense, damage and loss, including loss of profit or goodwill, arising from the use of such Materials, Technologies or Equipment; bears all investments and costs necessary to implement such Technologies and Equipment in Production, unless otherwise agreed in writing.
If agreed in writing, the Manufacturer will send pre-production samples for approval. Production will only commence after written approval from the Customer. Approval constitutes irrevocable confirmation that: the Products will comply with the Specifications, the Manufacturing Law, the Local Regulatory Requirements and any other agreed quality standards; the Products will meet industry standards, except for defects not detectable by reasonable inspection.
The Manufacturer represents and warrants that: (a) it possesses all approvals, licenses, permits and authorizations necessary to produce and store the Products in the Country of Origin; (b) the Products comply with: the Manufacturing Law; the Specifications agreed in writing with the Customer; the quality standards provided for in the Quality Agreement; (c) the Products are free from defects in materials and workmanship and are adequately packaged to reach their destination in good condition.
The Customer represents and warrants that: (a) it possesses all approvals, licenses, permits and authorizations necessary in accordance with Local Law to distribute and sell in the Territory the Products; (b) it will obtain at its own expense all licenses, permits and consents necessary for the distribution and sale of the Products in the Territory, including all Marketing Authorisations that may be required by Local Law, and will establish all related applications in full cooperation with the Manufacturer; (c) it warrants and will ensure that the Products comply with all Local Regulatory Requirements of the Territory, including but not limited to: mandatory requirements relating to toxicity, safety and efficacy; technical specifications required by Local Law; quality standards required by the Regulatory Authorities of the Territory; labelling and packaging requirements specific to the Territory market; any other manufacturing process or standard different from those provided for by the Manufacturing Law or the agreed Specifications.
(a) If the Products are not or are not capable of being compliant with the Local Regulatory Requirements, the Customer must inform the Manufacturer in writing of any: additional or different Materials to be used; additional Technologies or manufacturing processes to be implemented; supplementary Equipment required; modifications to the Specifications required to ensure compliance in the Territory. (b) The Customer is responsible for bearing all costs relating to: modifications to production necessary to comply with Local Regulatory Requirements; implementation of additional Technologies or Equipment; necessary capital investments (which will be temporarily included in the price of the Products until full reimbursement to the Manufacturer); one-time costs (e.g. validations, tests, additional documentation); obtaining Marketing Authorisations; preparation and approval of artwork for labelling and packaging compliant with Local Regulatory Requirements. (c) The provisions of this Article 4.3 may be varied only by express written agreement between the Parties.
The Manufacturer may terminate the contract with immediate effect, without liability to the Customer and by written notice, if: the Customer commits a breach of the warranties under Article 4.2; or the Manufacturer considers, in its sole discretion, that modifications to Production or the implementation of Technologies and Equipment required pursuant to Article 4.3 are not feasible.
The Customer and the Manufacturer cooperate in good faith to: promptly identify any applicable Local Regulatory Requirements; assess the feasibility of modifications necessary for compliance; agree on Specifications that take into account both the Manufacturing Law and the Local Regulatory Requirements; define responsibilities and costs for any necessary adjustments.
No less than 5 days before the start of each Month, the Customer must provide the Manufacturer with a 12-month rolling forecast indicating the monthly quantities of each Product it expects to order, to be used for planning the Manufacturer's production capacity and procurement. Such forecasts shall be accepted or rejected by the Manufacturer within 15 Working Days, without liability.
The first 4 full Months in each updated forecast represent a firm commitment to purchase the forecasted volumes.
Each Order must: be sent in writing at least 5 days before the start of the month; specify the Products, quantities, the requested delivery date (which must comply with the Order Lead Time) and any other necessary information; be accompanied, if applicable, by forecasts over 12 months for planning the Manufacturer's production capacity.
The Manufacturer will confirm acceptance or rejection of the Order within 7 Working Days of 3 receipt. Orders are binding only after written confirmation from the Manufacturer.
Requests to modify the delivery date will be evaluated by the Manufacturer who, if feasible, will provide a new date within 10 Working Days. The Customer will reimburse any additional costs for storage, production or financial losses.
The Manufacturer may deliver up to 15% more or less than the quantity ordered, with corresponding pro-rata adjustment of the price.
Unless otherwise agreed in writing: the Products are supplied ex-works at the Manufacturer's premises (Incoterms® 2020); title and risk transfer to the Customer upon loading onto the carrier's vehicle at the Manufacturer's premises; the Customer must collect the Products within 2 Working Days of notification of availability.
Delays of up to 20 days from the agreed delivery date do not entitle the Customer to refuse the Order, claim damages or terminate the contract. The Manufacturer shall have no liability for any failure or delay in delivering an Order to the extent that any failure or delay is caused by the Distributor's failure to comply with any of its obligations under the contract.
If the Customer does not collect the Order within 5 Working Days of notification of availability, unless the failure to collect is caused by the Manufacturer's breach, the Manufacturer may, at its sole discretion: store the Products charging all related storage costs; apply a penalty of 1% of the Order value for each week of delay, up to a cumulative maximum equal to 100% of the Order value; without prejudice to any additional and greater damages and applicable interest.
The Manufacturer maintains quality control systems compliant with industry best practices and the Manufacturing Law. For each batch it will provide a Certificate of Analysis (CoA).
The Customer may inspect the Manufacturer's production facilities and equipment and, at its own expense, the Manufacturer's records to the extent necessary to verify compliance with contractual obligations: maximum 1 time per year during working hours; maximum duration 1 working day; upon 3 Months' written notice. Additional inspections (beyond 1 every 3 years) are possible at the Customer's expense, which will reimburse all related costs incurred by the Manufacturer.
The Customer may reject Products that do not comply with the warranties under Article 4.1 only if: (a) written notice of rejection is given to the Manufacturer: in case of defect apparent upon normal visual inspection: within 5 Working Days of delivery; in case of latent defect: within 8 Working Days from the time the defect became evident; (b) none of the exclusions under Article 7.4 is applicable; and (c) the Products were delivered to the Customer less than 12 months before the notice of rejection. If Customer fails to give notice of rejection in accordance with this Article 7.3, it shall be deemed to have accepted the Products.
The Manufacturer is not liable for non-compliance of the Products with the warranties under Article 4.1 if: (a) the Customer makes further use of the Products after having given notice of rejection; (b) the defect arises from the Customer's failure to comply with the Manufacturer's oral or written instructions for storage, use and maintenance of the Products; (c) the defect arises from the use of Materials, Technologies or Equipment supplied by the Customer; (d) the Customer alters the Products without the Manufacturer's written consent; (e) the defect arises from normal wear and tear, wilful damage, negligence or abnormal storage; (f) the defects are below the Acceptance Quality Limit specified in the Quality Agreement.
If the Customer legitimately rejects the Products and the Manufacturer does not dispute the notice of rejection, the Customer is exclusively entitled to: (a) require the Manufacturer to rework the Products to make them compliant with the Specifications or, if not feasible, to dispose of and replace them at the Manufacturer's expense; or (b) require the Manufacturer to fully refund the price of the rejected Products. Once performed, the Manufacturer has no further liability for the rejected Products, except in cases of wilful misconduct or gross negligence.
If the Customer receives a request, court order or other directive from a governmental or regulatory authority to recall the Products from the market (Recall Notice), it must immediately inform the Manufacturer in writing, attaching a copy of the Recall Notice.
In case of a Recall Notice, the Customer must inform the Manufacturer of all measures taken to ensure rapid and comprehensive containment of the Products in all affected markets.
During the term of the contract, the Customer must keep the Manufacturer duly and promptly informed of: any adverse medical event in a subject to whom a Product has been administered, including events not necessarily caused by the Product; side effects or other drug-related problems detected or suspected concerning the Products; serious complaints; non-conformities that may impact the quality and safety of the Products.
The prices of the Products are specified in accepted Orders or in price lists communicated by the Manufacturer and are exclusive of: VAT, excise duties and customs duties; transport and insurance costs; taxes and other ancillary costs; costs for the first printing of artwork and subsequent modifications; additional services or documentation required by the Customer to obtain Marketing Authorisations in the Territory; tests, laboratory analyses, validations and PIF (Product Information File).
The Manufacturer reserves the right to modify the prices of the Products: (a) Annual review: each Year, giving written notice to the Customer with 2 Months' notice before the end of the Year. The notified prices will come into effect on January 1st of the following Year. (b) Adjustment for cost increase: when the aggregate price of materials and energy used in Production increases by 3% or more between the time the prices of the Products were established and the time such materials and energy must be purchased. In support of the adjustment, the Manufacturer will communicate in writing to the Customer the costs of such materials before and after the adjustment, maintaining complete and accurate records.
(a) Invoicing: the Manufacturer is entitled to invoice the Customer for each Order upon delivery or within 5 Working Days of notification of availability for collection. (b) Payment: the Customer will pay invoices in full according to terms agreed in writing. In the absence of a specific agreement, payment is due within 30 days from the end of the month in which the invoice was issued. (c) Default interest: any amount due from the Customer to the Manufacturer and not received will accrue interest, net of all taxes and duties, at the rate of 1.5% monthly until the date of receipt of full payment by the Manufacturer.
The Manufacturer and the Customer undertake to collaborate, together and independently, to reduce the prices of the Products and related costs through continuous improvement actions. The results will be translated into cost reductions when possible and incorporated into the prices of the Products according to the following criteria: (a) Savings arising from Customer initiatives (e.g. modifications to Product formulas or components, including packaging): full benefit to the Customer. Costs for capital investments will be temporarily included in the prices of the Products as an adjustment until full reimbursement to the Manufacturer; other one-time costs (e.g. validations) will be borne by the Customer. (b) Savings arising from joint efforts (e.g. batch size modifications, joint procurement strategies): equal sharing. Capital investments and one-time costs will be shared equally and recovered through prices before sharing of savings. (c) Savings arising from Manufacturer initiatives to improve operational efficiency: full benefit to the Manufacturer, which has full discretion in determining whether to maintain or adjust prices. All necessary costs will be borne by the Manufacturer.
Each Party retains full ownership of its own intellectual property rights (IPR) developed or acquired prior to the conclusion of the contract. Nothing in the contract will cause or may be interpreted as causing the transfer to the other Party of such pre-existing rights.
All IPR relating to Improvements or Technologies belong to the Party from which they originate. For the purposes of this article, IPR originating from a Party means all IPR conceived, created, developed or acquired by that Party independently, regardless of whether such IPR were subsequently proposed or suggested for use to the other Party or otherwise applied in the performance of the contract.
If, in the context of the contract, the Parties jointly develop IPR, they will negotiate in good faith to agree on the terms under which such IPR may be used, taking into account each Party's contribution to the development.
All IPR belonging to a Party ("IPR Owner") shall be licensed by that Party to the other in non-transferable, non-sublicensable, royalty-free, fully paid-up and exclusive form, solely for the purpose of performing the contract. Such license will automatically expire upon the expiration or termination of the contract for any reason.
(a) Only the IPR Owner is authorized to draft, file and prosecute all applications and to maintain and extend all registrations relating to its own IPR, at its own expense. The Owner is exclusively responsible for securing its intellectual property rights promptly and diligently. (b) The IPR Owner must actively ensure that the other Party provides all information and assistance reasonably necessary to fulfil its obligations. The other Party will not be held liable, through negligence or omission, for failing to inform the IPR Owner of opportunities for protection or remedies. The responsibility for identifying, investigating and taking action to protect IPR rests exclusively with the IPR Owner. (c) In the event that IPR have not been secured by filing a patent, design or trademark application, the IPR Owner will have the burden of proving, to the reasonable satisfaction of the other Party, that it has valid and exclusive rights in such unregistered IPR. The other Party will not be held liable for alleged infringements of unregistered IPR prior to being informed by the IPR Owner of their ownership.
All specifications, standards, formulas, prescriptions, recipes, processes, manufacturing methods, information, advice and all further data relating to business activities, goods, affairs, operations, plans, product information, customers or Production, including Technology 5 and Specifications ("Information") of a Party or its Affiliate, communicated by or on behalf of that Party ("Disclosing Party") to the other Party ("Receiving Party"), and all related documents and copies (digital or otherwise) made by the Receiving Party or its representatives or agents, shall remain at all times the property of the Disclosing Party.
The Receiving Party must: keep the Information strictly confidential, including the content of the contract; not disclose it to third parties; implement appropriate technical and organizational measures to protect such Information; limit access to the Information exclusively to its employees, directors or consultants who need to know it for the purposes of the contract (imposing the strictest confidentiality obligations on such persons); if the Receiving Party is the Customer, not use the Information for the production and marketing of products other than the Products; immediately return all Information to the Disclosing Party upon termination of the contract.
The obligations under Articles 11.1 and 11.2 do not apply to Information that: (a) at the time of disclosure is or subsequently becomes publicly available in ways other than through fault, acts or omissions of the Receiving Party; (b) at the time of disclosure is, or subsequently becomes, available to the Receiving Party on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Information to the Receiving Party by a confidentiality agreement with the Disclosing Party or by applicable legal provisions; (c) was or is independently developed by the Receiving Party, as established by documentary evidence, without reference to or use, in whole or in part, of any of the Information; (d) is disclosed by the Receiving Party by virtue of an obligation or duty of disclosure established by applicable law or order issued by competent courts, provided that the Disclosing Party is given reasonable opportunity to review the planned disclosure and discuss the necessity of such disclosure with the Receiving Party prior to disclosure.
The obligations set out in this article will continue to be in force for a period of 5 (five) years after the expiration or termination for any reason of the contract. However, the Receiving Party's obligations to protect previously received Information and the limited use obligation set out in this article will survive indefinitely from the expiration or termination of the contract where such Information meets the legal requirements, under applicable law, to qualify as trade secrets.
Upon the earlier of the termination or expiration of the contract or upon request at any time by the Disclosing Party, the Receiving Party must promptly destroy all copies of written Information in its possession, in the possession of its Affiliates or its representatives, and confirm such destruction in writing to the Disclosing Party.
Subject to the exceptions and limits set out in this Article 12, a Party shall be liable to the other Party for any breach or non-performance of any obligation, representation, warranty or undertaking assumed under the contract.
Nothing in the contract limits or excludes the liability of each Party for: (a) wilful misconduct, gross negligence or fraud; (b) breach of the warranties provided for in Articles 3.3 (warranties on Materials/Technologies supplied by the Customer) and 4.2 (Customer's warranties on local regulatory compliance).
Subject to Article 12.2 and except as otherwise expressly provided in the contract, no Party shall in any event be liable to the other for loss of profits, goodwill, reputation or business opportunities suffered by the other Party and arising from or in connection with the contract.
Subject to Articles 12.2 and 12.3 and except as otherwise expressly provided in the contract, the total liability of one Party to the other shall not exceed the aggregate amount of: €2,000,000 (two million) for each breach or non-performance giving rise to liability; up to an aggregate annual amount not exceeding €5,000,000 (five million).
During the term of the contract and for a period of one year thereafter, the Parties must maintain in force with reputable insurance companies the following insurance policies: product liability insurance with a limit of at least €2,000,000 (two million) for claims arising from a single event or series of related events in a single calendar year.
Upon written request by one Party, the other Party must provide copies of insurance policy certificates and details of the coverage provided.
The Customer must comply with all anti-corruption and anti-money laundering laws applicable in the jurisdictions in which it operates or otherwise conducts its business and declares that it is fully aware of the Manufacturer's Code of Ethics (available at https://www.biofarmagroup.it/en/group/sustainability), undertaking to comply with the relevant provisions set out therein in the performance of its obligations under the contract. In the event of a breach by the Customer of this Article 13.3, the Manufacturer shall have the right to terminate the contract with immediate effect by giving written notice to the other Party, pursuant to Article 1456 of the Italian Civil Code.
The contractual relationship commences with the acceptance of the first Order by the Manufacturer and continues until termination according to the provisions of this Article 14.
Without prejudice to any other right or remedy available under the contract and applicable law, each Party may terminate the contract with immediate effect by giving written notice to the other Party if: (a) the other Party does not pay an amount due under the contract by the payment due date and remains in default for not less than 14 days after being notified in writing to make such payment; (b) the other Party commits a material breach of any other term of the contract and (if such breach is remediable) fails to remedy it within a period of 30 days after being notified in writing to do so; (c) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or goes into liquidation or has a receiver or similar officer appointed over all or part of its business, property or assets, or if a material or significant part of its business, property or assets is expropriated or confiscated by action of any government.
Without limiting other rights or remedies, the Manufacturer may suspend, without liability to the Customer, the supply or delivery of the Products under the contract or any other contract between Customer and Manufacturer, if the Customer becomes subject to any of the events listed in Article 14.2(c) or if the Customer fails to pay, in whole or in part, an invoice within the due term.
The Manufacturer may also terminate the contract with immediate effect in the cases provided for in Article 4.4 (infeasibility of adjustments for local compliance).
Upon termination or expiration of the contract, each Party must promptly: (a) return to the other Party all equipment, materials and property belonging to the other Party that the other Party had provided or supplied to one of its Affiliates in connection with the supply and purchase of the Products; (b) return to the other Party all documents and materials (and all copies) containing the other Party's Information; (c) delete all of the other Party's Information from its computer systems (to the extent possible); (d) upon request, certify in writing to the other Party that it has complied with the requirements of this Article 15; (e) cease using the other Party's IPR.
Upon termination of the contract for any reason, all debts of the Customer to the Manufacturer will become immediately due and payable on the effective date of termination and the Manufacturer will cooperate with the Customer and with the replacement manufacturer to the extent reasonably necessary to facilitate the smooth transition of production of the Products from the Manufacturer to the Customer
Any provision of the contract that expressly or impliedly is intended to come into effect or to continue in effect upon termination or expiration of the contract shall remain in full force and effect.
Termination or expiration of the contract does not affect the rights, remedies, obligations or liabilities of the Parties accrued up to the date of termination or expiration, including the right to claim damages for any breach of the contract existing at the date of termination or expiration or prior thereto.
Force Majeure Event means, subject to any other exemption from liability provided by applicable law, any circumstance not within the reasonable control of a Party, including without limitation: (a) acts of God, floods, droughts, earthquakes or other natural disasters; (b) epidemics or pandemics; (c) terrorist attacks, civil war, civil commotion, armed conflicts, imposition of sanctions, embargo or breaking-off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or action taken by a government or public authority, including without limitation the imposition of export or import restrictions, quotas or prohibitions, or failure to grant a necessary license or consent; (f) collapse of buildings, fire, explosion or accident; (g) labour disputes or strikes, union action or lockouts; (h) interruption or failure of utility services.
Provided it has complied with Article 17.4, if a Party is prevented, hindered or delayed in the performance of any of its obligations under the contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in default or otherwise liable for such failure to perform or delay in performance of such obligations. The time for performance of such obligations will be extended accordingly.
The corresponding obligations of the other Party will be suspended, and their time for performance extended, to the same extent as those of the Affected Party.
The Affected Party must: (a) as soon as reasonably practicable after the start of the Force Majeure Event, but not later than 15 Working Days from its commencement, notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform its obligations under the contract; (b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
If the Force Majeure Event prevents, hinders or delays the performance of the Affected Party's obligations for a continuous period exceeding 3 Months, the Party not affected by the Force Majeure Event may terminate the contract by giving 1 Month's written notice to the Affected Party.
Subject to Article 18.2, neither Party may assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the contract without the prior written consent of the other Party.
The Manufacturer may, at its sole discretion, subcontract the performance of any or all of its obligations under the contract to third parties. In such case, the Manufacturer will be responsible for the activities of such third parties, ensuring their technical and professional suitability and compliance with all provisions of the contract.
No variation of the contract shall be effective unless it is in writing and signed by both Parties (or their authorized representatives).
(a) A waiver of any right or remedy is effective only if given in writing and shall not be deemed a waiver of any subsequent right or remedy. (b) A delay or failure to exercise any right or remedy will not constitute a waiver of such or any other right or remedy, nor will it prevent or restrict the further exercise of such or any other right or remedy.
(a) If any provision or part-provision of the contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the contract. (b) If any provision or part-provision of the contract is deemed deleted under Article 19.3(a), the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
(a) Any notice given to a Party under or in connection with the contract must be in writing and must be: delivered by hand or by pre-paid first-class post or other next working day delivery service to its registered office (if a company) or its principal place of business (in any other case); or sent by email (b) Any notice shall be deemed to be received: if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or courier, on the date and at the time that the courier's delivery receipt is signed; if sent by email, on the date and at the time that the receiving Party has expressly acknowledged receipt of such email by email or other written communication. (c) This article does not apply to the service of any proceedings or other documents in any legal action or, where applicable, arbitration or other method of dispute resolution.
(a) The contract constitutes the entire agreement between the Parties. (b) Each Party acknowledges that in entering into the contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the contract.
(a) The contract may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. (b) Transmission of an executed counterpart of the contract (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as transmission of an original "wet ink" counterpart of the contract. If this method of transmission is adopted, without prejudice to the validity of the agreement thus made, each Party shall provide upon request to the other the original "wet ink" paper counterpart of its counterpart. (c) No counterpart shall be effective until each Party has provided to the other at least one executed counterpart.
The contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with Italian law (the "Governing Law").
Any dispute, controversial matter or claim of any kind in relation to any matter arising out of, arising from or in connection with the contract shall be resolved by consultation between the Parties. If a solution cannot be reached through consultation within a period of 30 days from the date of commencement of such consultation, either Party may give the other Party written notice of such unresolved dispute, after which the dispute may be referred by either Party to the competent court pursuant to Article 20.3.
Each Party irrevocably agrees that the Courts of Milan shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the contract or its subject matter or formation.
The Parties agree to enter into a Quality Agreement. The Quality Agreement forms an integral part of the contract. In case of conflict or ambiguity between the provisions of the Quality Agreement and these General Terms, the provisions of the General Terms shall prevail.
