General terms and condition relating to the relationship between BBV group and costumer v. C.1.0 20211103
Chapter One
Glossary, Subject Matter of the Contract and Transparency of the General Conditions of Contract
Art. 1 – Field of application of the General Terms and Conditions
1. The present General Terms and Conditions of Contract (referred to as “CGC with clients”) integrate the discipline of the project contracts referred to in the Orders signed by the Customer and a BBV Group’s Manufacturing company.
2. In the event of a conflict between a rule contained in the Order and a rule of the General Terms and Conditions, the rule of the Order shall prevail.
Art. 2 – Glossary
1. For the purposes of these regulations, the following definitions shall apply:
1.1 “BBV Group” means the industrial Group composed of two Manufacturing companies under the management and coordination of BBV Holding S.r.l. with registered office in Milan, via Lario, no. 8, authorized and subscribed share capital Euro 60,000.00, paid-in Euro 30,000.00, Tax Code and VAT no. 096970960. The Manufacturing companies are:
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- Steelflex S.r.l. with registered office in Milan, Via Lario, no. 8, with share capital of Euro 62.400,00 fully paid, Tax Code and VAT no. 03664610155;
- BBV Tech S.r.l. with registered office in Milan, Via Lario no. 8, with share capital of Euro 40.000,00 fully paid, Tax Code and VAT no. 0907995096.
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1.2 “Manufacturing company” or “Supplier” means the BBV Group Company to which the Customer has given the Order.
1.3 “Customer” or “Client” means the company or individual identified in the Order by which a Manufacturing company undertakes, with organization of the necessary resources and with management at its own risk, to produce and deliver goods and/or provide services for a monetary remuneration.
1.4 “Party” means, depending on the context in which the word is used, the Customer or the Supplier.
1.5 “Parties” means jointly the Client and the Supplier.
1.6 “CGC with clients” means the General Terms and Conditions of the BBV Group contained in this document.
1.7 “Order” means the object of the order of products and/or services that the Customer gives to the Supplier against a monetary remuneration.
The Order and its technical annexes, in addition to the object of the job order, describe the technical, economic and regulatory conditions exclusively of that specific Order.
1.8 “Contract” or “Agreement” means the set of all the documents that jointly define the object, the economic and regulatory conditions of the job order. The Contract is made up of the Order, its technical annexes and the CGC with clients, in the version expressly referred to or signed by the Parties.
1.9 “Complementary service” means one or more of the services governed by Chapter Three of the CGC with clients.
1.10 “Confidential information” means data, documents (including contractual ones) and news, of any nature whatsoever, relating to the business activity, company organization, customers, suppliers of both Parties as well as production methods, operating principles of machinery and equipment, the technical characteristics of the raw materials used, the projects/drawings, the calculation formulas, the models and the prototypes (in phase of realization, testing or experimentation) susceptible to be object of privative rights for which one or both the Parties or third parties claim the industrial and intellectual property rights.
2. The expressions referred to in the glossary of this paragraph, when not otherwise specified, shall preserve the definition given whether they are used in the singular form rather than in the plural form.
3. In the other articles of the CGC with clients, the words in the glossary referred to in this article are identified using the capital letter.
4. When not otherwise specified, time indications are measured and indicated in “calendar days”; therefore, both business days and holidays are counted. The day of the start is not counted in the calculation, while the day of expiration is counted.
Art. 3 – Transparency of CGC with clients
1. The CGC with clients are signed by the Parties in their full text or are expressly referred to in the Order or in other documents which, once signed, constitute an inseparable and essential part of the Contract.
2. The reference to the CGC with clients shall be made by indicating the name “CGC with clients” and the version of the normative document defined by a code having the following format: “ C.1.0 20211103”, where:
- “v” means version;
- “C1.0” is the consecutive number of the version;
- “20211103” is the date of the version shown with year, month and day.
3. The full text of the CGC with clients, starting with the first version of the year 2021, is published on the website bbv-holding.com, on the “Regulatory framework” page of the “Menu”, “General Terms and Conditions of Customer-Supplier”.
Art. 4 – Subject of the Contract
1. The Supplier, against a monetary remuneration, assumes the commitment, with organization of the necessary resources and with management at its own risk, to produce and deliver to the Customer the goods and/or provide in favor of the Customer the services specified in the Order.
Chapter Two
General regulations on the execution of the Contract
Art. 5 – Mutual obligation of diligence and good faith
1. The Parties acknowledge that, for a correct and complete provision of the activities assumed by the Supplier, they must collaborate actively, working in good faith and with professional diligence.
2. The delivery terms for products or services indicated in the Orders are always extended by as many days as the Customer takes, after signing the Order. This is to formally deliver to the Supplier any material on the account of work, drawings or projects or part of these or other technical data (documents with technical specifications) necessary to start production. The terms of application of the penalties for delays, to the disadvantage of the Supplier, are always postponed.
Art. 6 – Supplier’s employees, freelancers and sub-suppliers
1. For the performance of the tasks set forth in the Contract, without prejudice to the provisions of this article, the Supplier shall make use exclusively of employees and freelancers managed in strict compliance with the laws on labor, safety and social security.
2. In compliance with the mandatory limits of the law, the Supplier relieves the Customer from any claim or request that may be made against him by the workers whose work he uses.
3. The Supplier shall choose any sub-suppliers exclusively from among those with the experience and technical knowledge necessary to ensure the preservation of the quality of performance (and service levels) as defined in the Contract.
4. The Supplier periodically evaluates its sub-suppliers both from a technical-professional point of view as well as from the point of view of financial sustainability and the level of managerial skills.
5. In any case, towards the Customer, the Supplier remains solely responsible for the correct execution of all the tasks of the Contract.
Art. 7 – Communications between the Parties
1. Each Party shall appoint its own Contract Manager who will be the main contact person for the other Party during the course of the work.
2. Any communication concerning the Contract and its execution shall be sent to the other Party in writing (in analogical mode) by registered letter with return receipt, or shall be sent by simple electronic mail or by certified electronic mail.
3. Notices shall be effective from the time they are received by the addressee.
Art. 8 – Evidential value of digital communications
1. In relations between the Parties, the electronic or digital documents sent electronically by / to the e-mail addresses (simple or certified) indicated in the Orders have full legal effect and are full proof of sending and receipt even if they do not have a digital signature or qualified signature.
2. Notwithstanding the provisions of paragraph 1, notices of withdrawal from the Contract or individual Order and notices of termination of the Contract or individual Order will be valid only if they are communicated to the receiving Party by registered letter (paper) with return receipt or if they are transmitted by and to certified e-mail addresses and the electronic document containing the statement is signed with digital or qualified signature.
Art. 9 – Modifications to the technical characteristics or quantities of the subject of the Contract
1. The Customer, during the execution of the work, can ask for variations in the technical characteristics or in the quantities of the subject of the Contract.
2. If the variations requested by the Customer modify the production costs, the Supplier, also in derogation to the limits of the articles 1659, 1660 and 1661 of the Italian civil code, has the right to ask for:
- the amount of compensation for all requested variations;
- the rescheduling of delivery times;
- reimbursement of the cost of any materials already purchased and work already carried out which the Customer intends to waive.
3. Upon receipt of a variation request, the Supplier shall:
- immediately suspend the production or provision of services which may be affected by such variations;
- within ten working days (in Milan, Italy) presents to the Client the technical modifications to be made to the Order, the relevant budget estimate and any requests for clarification.
4. The Supplier may not make any changes to the subject matter of the Contract before having received the Customer’s formal acceptance of the technical changes to be made, the rescheduling of delivery times and the related changes to the fees.
Art. 10 – Testing before delivery
1. The Customer has the right to verify the work done before receiving the delivery.
2. The verification must be made in contradiction between the Parties, as soon as the Supplier puts the Customer in a position to perform it. At the discretion of the Customer, the verification is carried out in physical presence, at the Supplier facility, or remotely.
3. The test shall be carried out in accordance with the Supplier’s Workplace Security and Classified Information Protection Regulations. In all cases, the test shall be conducted in such a manner as to:
- not prejudice the safety of persons and the integrity of instruments;
- do not infringe the security and confidentiality of production for third parties;
- not interfere with the normal and proper conduct of the Supplier’s business;
- not prejudice the protection of industrial property rights of the Supplier or third parties;
- not prejudice the confidentiality of the Supplier’s corporate and commercial organization.
4. The test is recorded in a document signed by both Parties.
5. The goods or services covered by the Contract are assumed to be accepted by the Customer without reservation if:
- the verification report is positive;
- the Customer does not agree with the Supplier on the date of the test within five working days (in Milan, Italy) from the date on which the Supplier communicates that it is ready to carry out the test;
- the Client, through its negligence, does not deliver the copy of the signed verification report to the Supplier within five working days (in Milan, Italy).
6. It is excluded any presumption of acceptance (by the Customer) of goods or services based on payments made during the course of work.
The goods or services are considered accepted only upon the fulfillment of one of the conditions referred to in paragraph 5 above or, in the absence of these, after ten days from delivery of goods or the conclusion of the service.
7. The Supplier is entitled to reimbursement of costs and a fee for verification activities. The fee shall be calculated on the basis of:
- euro 800.00 (eight hundred/00), plus VAT, per day/man (corresponding to eight hours) for the activities to be carried out at the Supplier’s production units;
- euro 1,200.00 (one thousand two hundred/00), plus VAT, per man-day for activities to be carried out outside the Supplier’s production units.
Art. 11 – Products delivery
1. Unless otherwise agreed upon in the Order, the delivery of the products under the Contract shall take place ex-works.
2. Delivery also includes the technical documentation indicated in the Order.
The technical documentation is delivered to the Customer according to the modalities defined in the Order or, in absence of specific provision, according to the modalities defined independently by the Supplier.
3. For the allocation to the Customer or Supplier of the logistics activities following delivery, as well as the costs and risks, refer to the discipline of Incoterms 2010 published by the International Chamber of Commerce (ICC).
4. In addition to and partially amending the provisions of the preceding clauses, if the carrier fails to collect the products covered by the Contract on the delivery date indicated in the Order, the Parties shall consider the delivery to have taken place legally on the date on which the first of the following events happens:
- pickup of the products by the Carrier is made;
- the fourth day following the date indicated by the Supplier in the Notice of Goods Ready for Delivery.
Chapter Three
Regulations for Complementary services
Art. 12 – Rules for all the Complementary Services
1. The provisions of Chapter Three of the CGC with clients shall govern the specific Complementary Services that:
- may be included as an additional part of an Order whose main purpose is the production of goods;
- may be activated with Orders distinct from those whose object is the production of goods.
2. The regulations of the other chapters of the CGC with clients, in all cases in which they are compatible, also apply to the Complementary Services, integrating their specific regulations.
3. The Supplier is obliged to provide the services related to the specific Complementary services exclusively within the perimeter and according to the technical specifications expressly established in the Orders.
Art. 13 – Engineering services
1. Against a monetary remuneration, the Supplier assumes the commitment, with organization of the necessary resources and with management at its own risk, to provide in favour of the Client the engineering services specified in the Order.
2. The Customer undertakes to cooperate actively with the Supplier, providing all the data and information necessary for the correct provision of his services.
3. The Supplier organizes the presence of the Customer’s employees at its operating units or the presence of his own personnel at the Customer’s operating units in all cases in which, for the correct performance of the services, it would be useful or necessary to set up work groups in physical presence.
4. In the circumstances referred to in paragraph 3 above, each Party shall give strict instructions so that the personnel of both Parties operate in full compliance with the adopted measures for the security of workplaces and the protection of Confidential Information.
5. Without prejudice to the obligation not to infringe the industrial property rights of any of the Parties or third parties, both the Client and the Supplier shall retain the widest possible freedom to use the know-how acquired in the execution of the engineering services.
Art. 14 – Request for additional or different format technical or administrative documentation or translations in foreign languages
1. Against a monetary remuneration, the Supplier assumes the commitment, with organization of the necessary resources and with management at its own risk, to provide in favor of the Client the following services:
- of translation into (or from) a foreign language;
- instead of producing technical or administrative documentation, also for the purpose of importing or exporting products;
specified in the Order.
2. In addition to establishing the object of the service, in the Order the technical specifications, the delivery date and the economic conditions are regulated.
3. In the execution of the service, the Supplier shall strictly adhere to the technical specifications indicated in the Order.
4. Any amendment to the Order must be agreed in writing and may require adjustment of the economic conditions and delivery times.
Art. 15 – Storage facility
1. The Supplier shall store in its warehouses the goods not collected by the Customer on the agreed delivery date or, if later, on the day indicated by the Supplier in the Notice of Ready for Delivery.
2. Until the fourteenth day (inclusive) the deposit is free of charge.
3 From the fifteenth day (included), the Customer shall pay the Supplier a “Fee” (including storage charges and consideration) calculated as follows: For every 100 kg of “Chargeable Weight” (or a fraction of the weight) and for every 30-day period (or a fraction of the period of time) the “Fee” is the “Chargeable Weight” multiplied by the “Storage Cost” where:
- The “Chargeable Weight” is the “Box Volume” (in m³) multiplied by the “Coefficient”;
- The “Coefficient” is:
- “230” if the duration of the deposit is not more than 365 days;
- “300” if the duration of the deposit is more than 365 days;
- The “Storage Cost” is:
- 15.00 euros if the box can be stacked with others;
- 18.00 euros if the box cannot be stacked with others.
The VAT tax is also added to the total “Fee”.
For example, for a box measuring:
dimensions: 1.2 [m] x 1 [m] x 0.9 [m];
with a mass of 70 [kg];
for duration of deposit less than 365 days;
which can be stacked;
“Box Volume” = 1.2 x 1 x 0.9 = 1.08 [m³]
“Chargeable Fee” = 1.08 x 230 = 248.40 [kg]
“Monthly Fee” = 248.40 / 100 x 15.00 = 37.26 [euros]
4. The Supplier shall take care of the goods with the diligence of a good family man. The expression “diligence of a good family man” is used with the same meaning of “normal care” or “reasonable man” (in common law) or “prudent man” (under the UAE Civil Code).
The Parties expressly exclude that the Supplier shall be called upon for enhanced professional responsibility.
5. In case of loss or deterioration of the goods the Supplier shall:
- report the fact to the Client, by sending him a notice by simple e-mail, within three days of becoming aware of it;
- is liable exclusively within the limits of the insurance policy coverage.
6. At least fifteen days before the expiry of the term of two hundred and forty days or of the different term agreed between the Parties, exclusively when it is longer than sixty days, the Supplier shall communicate to the Customer, by simple e-mail, the expiry date of the deposit, informing him that, in the absence of a different agreement, on the second day following the expiry date he will carry out the disposal of the not collected goods charging the costs to the Customer.
7. The delivery of the goods takes place ex works.
Art. 16. – Remote post sales service
1. Against a monetary remuneration, the Supplier assumes the commitment, with organization of the necessary resources and with management at its own risk, to provide in favor of the Client after-sales services remotely concerning:
- the installation of the products purchased from the Supplier;
- the periodic monitoring of the expansion joints in activity, even when they have not been purchased from the Supplier;
- to the study of the most appropriate technical solutions and changes or replacements of expansion joints, instead of fixed or sliding pipe supports, according to structural changes of the industrial plant or its operating conditions;
specified in the Order.
2. From the Supplier’s operating units, in audio and/or video connection and/or by e-mail, a Supplier’s technician provides support and assistance to the (Customer’s) staff working on the plant.
3. In addition to establishing the object of the service, in the Order the technical specifications, the duration of the service and/or the date of delivery of the drawings, the manner of connection, the response times and the economic conditions are regulated.
4. Providing all the data and information necessary for the correct provision of his services, the Customer agrees to cooperate actively with the Supplier.
Art. 17 – Service on Customer or third party plants
1. Against a monetary remuneration, the Supplier assumes the commitment, with organization of the necessary resources and with management at its own risk, to provide in favor of the Client the services of technical assistance on the plants concerning:
- the installation of the products purchased from the Supplier;
- the periodic monitoring of the expansion joints in activity, even when they have not been purchased from the Supplier;
- the maintenance of the expansion joints in service purchased from the Supplier;
- to the study of the most appropriate technical solutions and changes or replacements of expansion joints, instead of fixed or sliding pipe supports, according to structural changes of the industrial plant or its operating conditions;
specified in the Order.
2. In addition to establishing the object of the service, in the Order the technical specifications, the duration of the service and/or the date of delivery of the drawings, the economic conditions are regulated.
3. The Supplier shall strictly adhere to the technical specifications indicated in the Order in the execution of the service.
4. Any amendment to the Order must be agreed in writing and may require adjustment of the economic conditions and delivery times.
5. Providing all the data and information necessary for the correct provision of his services, the Customer agrees to cooperate actively with the Supplier.
6. The Customer warrants that the production environments for which it requires the presence of Supplier’s staff fully comply with the applicable legal provisions and the best practices for the protection of workers’ safety.
7. The Client will give the Supplier in advance and in writing full details of the equipment (e.g. clothing, tools, regulations) that the Supplier’s staff need to be provided with in order to carry out the services safely. The Customer shall also make available any pass permits.
Chapter Four
Confidentiality and proprietary rights
Art. 18 – Confidentiality and protection of industrial property rights
1. Each Party shall take all necessary organizational steps and actions to maintain the highest possible degree of confidentiality and protection of Confidential information pertaining to the other Party or third parties.
2. The Parties shall impose an obligation of confidentiality on their employees and other contractors in any way involved.
3. Data and information shall not be considered confidential if they are or become public knowledge for reasons other than disclosure by the Party required to maintain confidentiality.
Art. 19 – Supplier’s warranty on industrial property rights
1. The Supplier declares and guarantees that the products it supplies to the Customer in fulfilment of its contractual obligations are manufactured and sold without infringing the industrial property rights of third parties.
2. The Supplier guarantees the Customer the peaceful use of the products supplied under the Contract.
3. The Supplier shall replace the Customer in any legal dispute arising from the claim that the use of the products supplied by the Supplier under the Contract infringes the industrial property rights of others, and shall pay any sums due as damages and court costs following an enforceable judgment against the Customer, provided that both of the following conditions must have occurred:
- the Customer, within the term of five days, has given written notice to the Supplier of the claims he has received or of the legal actions brought against him, including all relevant preliminary notices;
the time limit is determined in the exclusive interest of the Supplier;
- the Client has given the Supplier, with regard to such disputes and/or actions, the widest possible powers of defence, including in the choice of lawyers to whom to engage for the defence and also in relation to any negotiations for the out-of-court settlement of the dispute.
4. In any case, the Supplier is obliged, at its own cost, to provide the Customer with the right to continue using the disputed products and, alternatively, to modify or conveniently replace the products, to put an end to any infringement of the rights of third parties.
Art. 20 – Development of new industrial discoveries or other inventive works
1. Where the subject matter of the Contract expressly includes an inventive activity to be developed jointly between the Customer and the Supplier aimed at developing:
- new discoveries suitable for industrial application, such as a method or process of industrial work, a machine, an instrument, a tool or a mechanical device, a product or an industrial result, and the technical application of a scientific principle, provided that it gives immediate industrial results;
- or a new industrial manufacturing method or process;
the relative industrial property rights (including all economic utilization rights) are shared between the Parties to the extent of 50% each.
2. In the situation referred to in paragraph 1 above, the Parties shall agree in writing on the procedures for the mutual use and benefit of the new inventions, with a commitment to patent them in their joint names.
3. In all circumstances in which the inventive activity is carried out by the Supplier alone or, in any case, is not explicitly mentioned as the object of the Contract, the Supplier shall be the sole and exclusive owner of the relevant industrial property rights on the new inventions, which include the exclusive right to:
- implement the invention;
- use them within the limits and under the conditions established by law;
- commercialize the product to which the invention refers;
- be recognized as the author of the invention.
Chapter Five
Warranties and liability
Art. 21 – Process and/or product quality certifications
1. The Supplier:
- performs its activities, including those that are not part of the performance of what is the subject matter of the Contract, adopting that degree of diligence necessary to keep the quality requirements required to maintain the process and/or product certifications specifically requested in the Orders until the effects of the Contract are exhausted;
- when requested by the Customer, promptly delivers a copy of the quality certificates.
Art. 22 – Execution of the job in compliance with the Quality Manual
1. The Supplier guarantees to execute the job order through the production organization and through the company processes described in the Quality Manual and, in any case, in compliance with the rules of the acquired certifications.
Particularly, the Supplier guarantees that:
- the phases, activities and their temporal sequence are carried out, controlled and recorded;
- methods, tools and standards are diligently used;
- responsibilities and roles are assigned.
2. The Customer has the right to audit the Supplier’s production units to check that the Supplier’s process, in terms of control of the adequacy and reliability of its way of working, its skills and its organizational structure, is compliant with the terms and methods set out in the Quality Manual and, in any case, are in compliance with the rules in force of the certifications acquired.
3. The rules set out in art. 10 of the CGC for the customer shall apply to the audit.
Art. 23 – Insurance coverages
1. For the entire duration of the legal effects of the Contract, the Supplier shall keep at its own care and expense all insurance policies required by law inherent to its activity in addition to any other insurance coverage expressly requested in the Orders.
Art. 24 – Product Warranty
1. The goods delivered to the Customer in execution of the Contract are covered by a warranty of 600 days from the date of delivery.
2. The Supplier shall, at its own discretion:
- produces and delivers to the Customer new products to replace defective ones, taking the time strictly necessary to produce and transport the products to the Customer’s plant;
- or carry out the necessary maintenance work on the Customer’s plant.
3. Production of new products instead of maintenance activities shall be carried out at Supplier’s full cost.
New products replacing defective ones are delivered ex-works.
4. A new warranty period of 600 days shall start from the date of delivery of the products rather than the date of the termination of the maintenance activity.
5. The warranty on the products is activated by the Customer:
- formally notifying the Supplier of the claim within the time limit of three days from the date of knowledge of the damage; the time limit is established in the exclusive interest of the Supplier;
- the claim shall be accompanied by a report of the working circumstances to which the defective product was subjected, the initial evidence of the claim, and at least two color pictures of the product taken from different perspectives.
6. In case of replacement of the defective product, this must be delivered to the Supplier at the expense of the Customer, with packaging according to the specific requirements given by the Supplier. The Supplier has the right to expressly renounce to the return of the goods.
7. The product warranty covers only the genetic defects of the product delivered by the Supplier, not covering in any way:
- accidents occurring to the product after delivery to the Customer;
- installation or maintenance errors, when such activities are not performed by the Supplier;
- the use of the product in operating conditions or for purposes other than those specified in the Order.
Art. 25 – Limitations of liability
1. The commitments undertaken by signing the Contract all represent a duty of means for the Supplier.
2. Without prejudice to what is expressly provided for in the other articles of the Contract, by art. 1229[4] of the Italian Civil Code, as well as by the other mandatory rules of law, in no case the Supplier is called upon to answer for any direct or indirect damages, loss of profit or other loss that the Customer may suffer due to late, incorrect or non-fulfillment of the obligations contractually assumed by the Supplier.
3. Under no circumstances shall the Supplier be liable for any harmful consequences that may result from temporary interruptions of services or inefficiencies due to causes for which the Supplier is not responsible. Examples include the slowdown or malfunction of public data transmission networks or of the electricity supply service; strikes and lockouts, including of the Supplier’s employees; prolonged shortages of raw materials on the markets; impediments or obstacles caused by legal provisions or acts of national or foreign governmental or administrative authorities; measures or acts of a judicial nature; errors or delays on the part of the Customer in sending the Supplier data related to the correct execution (by the Supplier) of the services that constitute the subject of the Contract; other causes and, in general, any impediment or obstacle attributable to third party technological structures and/or third parties over which the Supplier has no control, as well as other events that cannot be avoided by the Supplier’s normal diligence.
Chapter Six
Final closing rules
Art. 26 – Fees and payment terms
1. For the determination of fees and billing and payment terms, refer to the Orders.
Art. 27 – Termination of Contract
1. Upon the occurrence of even one of the events expressly indicated below, each Party, pursuant to and for the purposes of Article 1456[5] of the Italian Civil Code, has the right to terminate the Contract:
- the state of the other Party’s insolvency is judicially established;
- the other Party is subject to any insolvency procedure with a view to the dissolution/liquidation of the company or to any arrangement procedure (“procedura di concordato”).
Art. 28 – Retention right
1. The Supplier has a right of retention on the goods he has to deliver to the Customer; this is to guarantee any of his liquid and payable credits already existing or arising against the Customer even under different agreements.
2. The Supplier shall also have a right of retention to collateral for liquid and collectable credits claimed by any Manufacturing company of the BBV Group.
Art. 29 – Set-off
1. When more than one credit of any kind or nature exists between the Supplier and the Customer, the legal set-off shall take place in any case with full legal effect.
2. At the occurrence of any of the events laid out by Art. 1186 Italian Civil Code, the Supplier retains the right of set-off at any time, even when the credits, although in different currencies, are not liquid and immediately payable, without obligation of notice or other formality. The Supplier shall promptly inform the Client that compensation has taken place.
Art. 30 – Late payment interest rate
1. On the total amount due that, at maturity, would not be paid the Customer, without the need for any prior formal notice of default (“costituzione in mora”), which he expressly waives, shall pay a late payment interest (“interesse di mora”) to the amount governed by Legislative Decree no. 231 of 9 October 2002, starting from the day after the expiry date, up to the actual payment.
Art. 31 – Forbidden transfer of the Contract
1. The Contract is personal in nature; therefore, the Supplier may not assign it to third parties.
Art. 32 – Credit assignment
1. The Supplier may assign to third parties its rights to credits under the Contract.
2. The Supplier shall promptly notify the Customer in writing of any assignment of credits.
Art. 33 – Applicable language, law and jurisdiction
1. The CGC with clients, the Contract, the Orders and the communications between the Parties shall be written in Italian and / or English. Unless otherwise specifically agreed with the Customer, in all cases in which the double language is used, the Italian language prevails.
2. The relationships with the Customer are governed exclusively by Italian law.
3. For any dispute arising from the Contract, including those relating to the validity, interpretation, performance or termination thereof, the judicial authority of Milan (Italy) has exclusive jurisdiction.
Art. 34 – Miscellanea
1. The obligations under the Contract, to whichever Party, shall be governed exclusively by the clauses of the Contract. No amendment or addendum shall be effective without the prior specific written approval of the Parties.
2. For any matters not expressly regulated in the Contract, the civil law rules for contracts shall apply.