General conditions of purchase

1. Preliminary provisions

• 1.1 – The terms and provisions contained in these General Terms and Conditions shall apply to each andevery contractual relationship (thus including each Contract, Order and Offer concerning the purchaseand sale and/or supply of materials, products, services, goods or supplies of any kind) established and/or being established between FPS and the Supplier.
• 1.1 – The terms and provisions contained in these General Terms and Conditions shall apply to each andevery contractual relationship (thus including each Contract, Order and Offer concerning the purchaseand sale and/or supply of materials, products, services, goods or supplies of any kind) established and/or being established between FPS and the Supplier.

• 1.2 – These General Terms and Conditions prevail over any other general term and/or condition of sale of the Supplier, which shall therefore be ineffective towards FPS, unless FPS has expressly established otherwise in the Order or FPS has accepted the Supplier’s Offer after the Supplier has notified FPS in writing that the Supplier’s Offer contains different general terms and conditions of sale from those envisaged by these General Terms and Conditions, expressly accepting them.

• 1.3 – These General Terms and Conditions shall apply to any Supplier commencing from the day of 26 May 2023, unless FPS has agreed otherwise.

• 1.4 – Terms and expressions used in these General Terms and Conditions shall have the meanings indicated in footnote (1).

• 1.5 – The Recitals and Annexes to these General Terms and Conditions, if any, form an integral and essential part of these General Terms and Conditions.

• 1.6 – The following documents shall be deemed an integral part of the Contract, and in the event of any conflict between them, the precedence shall respect the following regulatory hierarchy:
  • (i) General Terms and Conditions;
  • (ii) Special Terms and Conditions;
  • (iii) Orders;
  • (iv) RFP;
  • (v) Offer.

• 1.7 – The regulatory hierarchy set out in Art. 1.6 does not apply in the sole case where FPS in the Order (subsequently accepted by the Supplier) has intentionally deviated from the General Terms and Conditions, and/or where FPS has accepted the Supplier’s Offer after the Supplier has informed FPS in writing that the Supplier’s Offer contained terms and/or conditions different from those envisaged by these General Terms and Conditions. In such cases, the express will of FPS to derogate from the General Terms and Conditions shall prevail, and the General Terms and Conditions shall therefore perform a supplementary function for those aspects not expressly derogated by the Parties.

• 1.8 – In no case shall the non-exercise, silence or acquiescence by FPS of any of its rights arising under the law or in accordance with the Contract or these General Terms and Conditions be construed as a waiver by FPS of its rights.

• 1.9 – FPS and the Supplier acknowledge that, unless the Parties have agreed otherwise in writing, no agency or similar relationship exists between the Parties and there is no mandate with representation, association in participation or other form of joint venture; therefore, the Parties remain fully autonomous. The Supplier acknowledges that FPS is not bound by any right of exclusivity towards the Supplier itself.

• 1.10 – The Contract may only be amended with the written consent of both Parties.

• 1.11 – If a deadline envisaged by the Contract falls on a day other than a business day, that deadline shall be automatically extended to the next business day immediately thereafter.

• 1.12 – If time limits are to be counted, the day corresponding to the reference date to be counted shall be excluded.

2. Supplier’s obligations

• 2.1 – The Supplier agrees to perform, for the benefit of FPS and in return for the payment of the Fee, the Assignment according to the highest degree of skill, diligence, care, prudence and timeliness that may reasonably be expected of the most qualified market operators in the performance of activities of the same or similar nature to the Assignment, accepting sole liability for all economic and operational risks arising from the Assignment.

• 2.2 – Unless otherwise agreed in writing between FPS and the Supplier, the Contract does not create any minimum purchasing obligation for FPS or any exclusivity obligation towards the Supplier, for the performance of the Assignment, or for similar activities. Therefore, FPS is and will remain free to use third parties for the purchase of goods and services similar to those included in the Assignment, with no obligation to inform the Supplier and/or to obtain its prior authorisation.

• 2.3 – The Supplier guarantees, under its own liability, the full and professional execution of all performances envisaged by the Contract and forming the subject of the Assignment, in respect of the regulations in force and in accordance with the conditions, methods, terms and requirements established in the Contract, the Order and/or the RFP, without prejudice to the right of FPS to apply penalties and/or to obtain the termination of the Contract, in accordance with the provisions of these General Terms and Conditions.

• 2.4 – Even if the Assignment involves a customised design, this will be carried out by the Supplier under its sole and full liability, based on the technical elements provided by FPS. The approval by FPS of the designs submitted by the Supplier shall not release the Supplier from its obligations and responsibilities accepted under this Contract.

• 2.5 – In awareness of the purposes and interests, not only economic, pursued by FPS, the Supplier undertakes to give immediate notice to FPS of any circumstance that significantly affects the performance of the Assignment, or may in any way have an adverse effect on FPS.

• 2.6 – Unless otherwise established by FPS, the Supplier acknowledges and accepts that the Contract places performance obligations on the Supplier.

3. Delivery, packaging and transport

• 3.1 – If the Supplier is required to deliver goods to FPS, the goods shall be delivered at the Supplier’s expense to the place indicated by FPS (or, failing that, to the premises of FPS in Fiorenzuola d’Arda (PC), Via Romagnoli, 3 – postcode 29017), in accordance with the instructions given by FPS and the Incoterms specified by FPS or, in the absence of such instructions, in respect of the so-called ” Delivered Duty Paid” clause. If FPS has expressly established delivery methods and/or allocation of delivery costs that differ from the “Delivered Duty Paid” clause, the terms expressly established by FPS shall prevail.

• 3.2 – The Supplier shall be liable to FPS for any and all damages, losses and/or defects suffered by the goods up until the time the goods are delivered at the place indicated by FPS (or, failing that, at the premises of FPS in Fiorenzuola d’Arda (PC), Via Romagnoli, 3 – post code 29017). Even if the goods are delivered at the expense of FPS, the Supplier’s liability towards FPS for all and every damage, loss and/or defect suffered by the goods shall remain in place until the time the goods enter the effective and material availability of FPS at its premises in Fiorenzuola d’Arda (PC), Via Romagnoli, 3 – postcode 29017 or other premises of FPS, unless the Supplier demonstrates that the carrier or other natural and/or legal person assigned by the Parties to transport the goods is exclusively liable.

• 3.3 – The delivery must take place by and not beyond then the Delivery Date. The Delivery Date shall be regarded as an essential element of the Contract; accordingly, the Parties agree that each and all Delivery Dates shall be given the status of an essential term. In the event of delay by the Supplier in delivering the goods and/or performing the services, the penalties established in Art. 8 below shall apply.

• 3.4 – The delivery of goods forming the subject of the Assignment and their packaging must be accompanied by a transportation document, duly completed in all its parts, specifying the type of goods, quantity, batch number, product code, order date, delivery date, and any other information useful or necessary for the delivery, as well as any document and/or certificate envisaged by and required pursuant to Art. 5.1 below. If goods are received without the required documents and/or certificates in accordance with Art. 5.1 below, FPS reserves the right to reject the goods delivered by the Supplier, charging to the Supplier any related charges, expenses and liability.

• 3.5 – FPS does not accept any liability for goods or merchandise sent in error or in a quantity greater than that stated in the Order or Contract. FPS shall not be obliged to pay anything to the Supplier for goods or merchandise sent in error or in a quantity greater than that indicated in the Order or in the Contract.

• 3.6 – The Supplier is responsible for the packaging conditions. Accordingly, the Supplier shall always be liable for all damage caused by the use of improper, defective or inadequate packaging, unless the Supplier proves that the carrier or other natural and/or legal person instructed by the Parties to carry out the transportation of the goods is solely liable.

• 3.7 – The packaging of toxic and/or hazardous material must be identified by the application of a specific label, as required by law, highlighting the toxicity and/or hazardousness of the contents. Those labels must be properly affixed, placed in a visible position and permanently fixed.

• 3.8 – The delivery of machinery must be accompanied by a document certifying the tests carried out on the machinery prior to shipment.

• 3.9 – In the case of onsite installation activities at FPS, FPS will not provide assistance or support equipment, unless otherwise agreed.
• 3.10 – The Supplier expressly undertakes to respect all applicable safety regulations. Therefore, the Supplier shall transport the goods under the Assignment in full compliance with the laws and regulations in force on the safety of transport, handling and storage conditions of the products, and shall take all necessary steps for their proper preservation.

4. Supplier’s obligations towards personnel

• 4.1 Personnel employed by the Supplier for the performance of the Assignment are and will remain, in any case, subject to the hierarchical and disciplinary authority of the Supplier and will be bound by a tie of subordination towards the latter. In no case will the activities carried out by the Supplier’s personnel for the performance of this Assignment lead, directly or indirectly, to ties of subordination (or, in general, employment or self-employment relationships) towards FPS. By virtue of the provisions of this Article, the Supplier shall be solely and exclusively liable for the fulfillment of all obligations in relation to remuneration, social security, welfare, insurance, administration and occupational health and safety towards personnel employed to perform the Assignment. Accordingly, the Supplier is obliged to indemnify and hold harmless FPS from any respective cost, such as, by way of example, from: (i) any claim that may be made against FPS at any time and in any manner by the Supplier’s personnel; (ii) any loss, expense, damage or liability that may be incurred by FPS as a result of acts or omissions attributable to personnel employed by the Supplier in performing the Assignment.

• 4.2 Personnel employed by the Supplier, in the context of the activities covered by the Assignment, shall have skills and professionalism appropriate to the nature of the Assignment. Upon request by FPS, the Supplier shall make available to FPS a list of personnel employed in performing the Assignment. FPS has the specific right not to accept the Supplier’s performance if persons are employed who do not meet the requirements specified by FPS, required by law or by the Contract, and/or appropriate to the nature of the Assignment.

• 4.3 Where required by law, or requested by FPS, the Supplier must send to FPS a copy of all administrative documentation certifying the Supplier’s exact fulfilment of all its obligations in relation to remuneration, social security, welfare insurance and administration, and those concerning occupational health and safety regulations, with regard to the Supplier’s personnel, including, by way of example, a copy of the Single Insurance Contribution Payment Certificate (DURC) relating to the Supplier’s personnel and, where applicable, the Single Document on the Assessment of Risks from Interference (DUVRI).

5. Completeness of the Order, testing and inspection rights.

• 5.1 – The items, goods and services forming the subject of the Assignment are to be considered merely indicative and are without limitation, in the sense that the Supplier shall provide to FPS all accessories, certifications (such as, by way of example, the 3.1 certificates referred to in standard EN 10204, as well as the FDA certificates indicated in the FDA CFR 21 regulation) and/or complementary elements, including, by way of example, all gaskets, tables, designs, even executive, technical data sheets, use or installation manuals, conformity certifications, food-contact material and/or product certifications, and any other type of documentation and/or ancillary items required by FPS, by law and/or by Good Manufacturing Practices, or which are useful or necessary for the best conditions of operation, use and/or enjoyment of the goods or services forming the subject of the Assignment, even if not expressly indicated by FPS. It is the Supplier’s responsibility to request from FPS the certifications that FPS deems useful or necessary for the best conditions of operation, use and/or enjoyment of the goods or services under the Assignment. In this respect, the Supplier is obliged to ask FPS about the intended use of the goods or services covered by the Assignment, and, if the Supplier fails to do so, it shall be presumed to be aware of the same. If, at the Delivery Date, the Supplier does not provide to FPS all accessories, certifications and/or complementary elements indicated in this Article, the Supplier shall, at its own expense, provide to FPS the missing material as soon as possible, and in any case no later than within a period of 5 working days from the Delivery Date or the request by FPS.

• 5.2 – If the performance of any (intermediate and/or final) tests has been established or is required, those tests will be carried out by FPS or by its representative, in the presence of the Parties and jointly between them. The Supplier must carry out the installation and all necessary operations so that FPS can perform all necessary tests. The testing operations shall be described in a special report, signed by both Parties, which must specifically indicate the results and, in the event of a negative outcome, any causes of the same. Prior to commencing the verification tests, the Supplier must report any defects, faults and/or problems that have already been found during the pre-test and make FPS aware of the same. Upon completing the testing, FPS or its representative will issue the Supplier with a written declaration of: i) acceptance without reservations; or ii) acceptance with reservations; or iii) non-acceptance. The declaration of acceptance without reservations by FPS or its representative does not in any case release the Supplier from any liability for defects and/or faults that did not emerge during the testing. In the event of acceptance with reservations, FPS may demand that the defects, flaws or reasons underlying the reservations be corrected and/or removed by the Supplier with no entitlement for the latter to request any addition to the agreed fee. In the event of a written declaration of non-acceptance, the Supplier is obliged, with no entitlement for it to request any addition to the agreed fee, to remove the defects found, and to participate, within the following 10 working days, in a new test. FPS shall carry out new tests in accordance with the procedures established by this Article; if the second test also produces a negative outcome, FPS may terminate the Contract in accordance with Article 1456 of the Italian Civil Code, giving written notice thereof to the Supplier.

• 5.3 – In any event, FPS may ask the Supplier to issue monthly or quarterly reports, or reports at any other frequency determined by FPS, concerning the status and progress of the Assignment. Those reports must indicate in detail the information specifically requested by FPS, such as, by way of example, the hours and costs incurred by the Supplier. Following receipt of those reports, FPS will, if appropriate, issue the Supplier with a written declaration of: i) acceptance without reservations, or ii) acceptance with reservations, or iii) non-acceptance. In this case, once again, the provisions of Article 5.2 above apply.

• 5.4 – Until the acceptance without reservations by FPS has taken place in accordance with Art. 5.2 and 5.3 above, the Supplier will not be entitled to the Fee envisaged by Art. 7 below.

• 5.5 – During the performance of the Contract and within 10 years after the completion of the Assignment, FPS shall be entitled to inspect, verify and/or, upon specific request, receive copies of the Supplier’s accounting documentation directly related to the activities forming the subject of the Assignment, such as invoices received from any subcontractors or payments made by the Supplier to third parties, or expenditure documentation invoiced to FPS. FPS, with its own personnel or consultants, and with the support of the Supplier’s personnel, may carry out inspections and audits at the Supplier’s premises or at the location where the accounting documents are kept, during working days and providing sufficient notice thereof to the Supplier. If FPS asks for accounting documents to be sent to the Supplier, they must be sent within a maximum of 14 working days following the request.

6. Supplier’s warranties

• 6.1 – The Supplier warrants to FPS that the Deliverables, goods, merchandise and/or services under the Assignment are compliant with the Contract, suitable for the purposes pursued by FPS and free from defects and/or faults (the “Warranty”). The Warranty shall be valid and effective for the entire duration of the Contract and for the following 48 months, unless a longer duration is requested by FPS or required by law.

• 6.2 – The Supplier also warrants to FPS the proper functioning of the Deliverables, goods, merchandise and/or services covered by the Assignment, for the entire duration of the Contract and for the following 48 months, unless a longer duration is requested by FPS or required by law (the “Performance Guarantee”).

• 6.3 – At the sole discretion of FPS, during the validity period of the Warranty and the Performance Warranty, the Supplier shall, at its own expense, remedy the defects and/or discrepancies (even by replacement) and/or reimburse the sums overpaid by FPS or reduce the Fee proportionally (either by reimbursing FPS or by accepting offsetting against any sums owed by FPS to the Supplier), within 8 days of receipt of a communication from FPS describing the defects and non-conformities found, all without prejudice to the right of FPS to compensation for damages. The complaint must be made by FPS within 60 calendar days of discovering the defect or deformity.

• 6.4 – This is without prejudice to the right of FPS to apply penalties and to claim compensation for any damage suffered as a result of defects and deformities, as envisaged by the Contract and by the applicable regulations.

• 6.5 – If the Supplier fails to remedy the defect found within the aforementioned time limit, FPS reserves the right to impose a penalty on the Supplier, quantified in accordance with Art. 8 below.

7. Fee and payment terms

• 7.1 – FPS undertakes to pay to the Supplier the fee (plus VAT, if due by law) established by the Parties, net of any withholding taxes and in addition to the payment of any professional contributions (the “Fee”), on the tenth day of the fourth month from the invoice being issued (i.e. 120 days from the end of the month invoice date + 10 days), by the Supplier on the basis of the stage or phase of the supply, or as otherwise agreed in the Special Terms and Conditions, upon receipt of the respective accounting document. The Fee will be invoiced by the Supplier only from the date of acceptance by FPS of the Supplier’s performance, following the checks carried out by FPS on the performance of the Assignment also pursuant to Art. 5 above, without prejudice to the provisions of Art. 6 of these General Terms and Conditions.

• 7.2 – Unless the Parties establish otherwise, no advance payment shall be due to the Supplier prior to the proper, complete and regular performance of the Assignment by the Supplier, given that the payment terms of the Fee are those established in Art. 7. However, if the Parties have agreed that FPS shall make an advance payment prior to the proper, complete and regular performance of the Assignment by the Supplier, FPS has the right to ask the Supplier to establish at the latter’s expense and in favour of FPS a first demand bank guarantee covering the advance payment made by FPS in favour of the Supplier (the “First Demand Bank Guarantee”). If FPS asks the Supplier to provide it with the First Demand Bank Guarantee, the Supplier is obliged to do so at its own expense. 

• 7.3 – The Fee is all-inclusive and, therefore, FPS shall not be required to pay any additional sum or amount (such as, by way of example and without limitation, reimbursement of expenses, delivery costs or other charges incidental to the Contract) unless otherwise expressly envisaged by the Parties. In the event of late payment, interest will accrue on such amounts at the rate indicated in Article 1284 of the Italian Civil Code, even as an exception to the provisions of Italian Legislative Decree 231/2002.

• 7.4 – If FPS raises any objections or reservations as to (i) the correct and regular performance of the Assignment by the Supplier, or (ii) the timing of issuance of the invoices, or (iii) the amounts and methods of the invoices issued, the aforesaid term of 90 days from the end of the month invoice date + 10 days will be suspended until the Parties mutually declare that the objection raised by FPS has been settled.

• 7.5 – The payment of all or part of the Fee, even by way of an advance, shall in no way be considered as an act of tolerance or waiver by FPS of the exercise of the rights granted to it by the Contract or by the applicable law.

• 7.6 – Notwithstanding Art. 1460 of the Italian Civil Code, the Supplier may not suspend, modify and/or interrupt the performance of the Assignment, even in the event of non-payment or delayed payment of the invoices issued by the Supplier.

8. Penalties

• 8.1 – In addition to any other penalties expressly established by the Parties, in the event of a delay by the Supplier, even only partial, in performing the Assignment with respect to the agreed time scale, and without prejudice to the right of FPS to compensation for any further damage, the Supplier shall 8 pay to FPS, by way of penalty pursuant to Articles 1382 et seq. of the Italian Civil Code, an amount equal to 2% of the net amount of the Fee, for each calendar week of delay, up to a maximum amount equal to 10% of the Fee. If the maximum amount equal to 10% of the Fee referred to in this clause is reached and/or exceeded, FPS may terminate the Contract pursuant to Article 1456 of the Italian Civil Code, giving written notice thereof to the Supplier, without prejudice to the right of FPS to compensation for all damages.

• 8.2- If FPS identifies defects and/or faults in the Supplier’s performance of the Assignment, and asks the Supplier to remove the defect or fault, the Supplier shall pay to FPS, as a penalty pursuant to Articles 1382 et seq. of the Italian Civil Code, and without prejudice to the right of FPS to compensation for any further damage, an amount equal to 2% of the net amount of the Fee, for each additional calendar week required to remove the defect, up to a maximum amount equal to 10% of the Fee. If the maximum amount equal to 10% of the Fee referred to in this clause is reached and/or exceeded, FPS may terminate the Contract pursuant to Article 1456 of the Italian Civil Code, giving written notice thereof to the Supplier, without prejudice to the right of FPS to compensation for all damages.

9. Prohibition of subcontracting, transfer of credit and assignment of the Contract

• 9.1 Each Assignment is entrusted by FPS to the Supplier taking into account the Supplier’s technical capabilities. Accordingly, without prejudice to anything expressly regulated by the Parties, the Supplier is prohibited from using any subcontractors for the performance of the Assignment without prior written authorisation from FPS. The authorisation, if granted, shall not have any limiting effect on the Supplier’s liability towards FPS and third parties for the acts and/or omissions of the subcontractors; indeed, the Supplier shall in any case be held liable towards FPS for the performance of the Assignment even by the subcontractor. The Supplier undertakes to bind subcontractors to comply with the Supplier’s obligations under this Contract, including without limitation the reference to the prohibition of (further) subcontracting without prior consent from FPS. More specifically, the Supplier undertakes to make any authorised subcontractor fully aware of the content of the Contract, the provisions of which will also apply to those subcontractors. Furthermore, the Supplier undertakes to verify the absolute respect of the Contract by the subcontractors. Therefore, in relationships between FPS and any subcontractors, any reference to the “Supplier” shall also refer to those subcontractors authorised by FPS.

• 9.2 – The Supplier may not assign (in whole or in part), transfer, subject to restrictions or otherwise dispose of the Contract, Orders, receivables and any other rights or obligations arising under this Contract and the Orders in any way without prior written consent from FPS. The authorisation by FPS, if granted, shall not have any limiting effect on the Supplier’s liability towards FPS and towards third parties for the acts and/or omissions of the third party transferee; indeed, the Supplier shall in any event be liable towards FPS for the performance of the Contract even by the third party transferee.

• 9.3 – The Supplier gives its prior consent to the transfer by FPS to third parties of the Contract, Orders, receivables and any other right or obligation of FPS arising from the Contract. That right of transfer may be exercised by FPS at any time, with no possibility for the Supplier to object to the assignment, and with no obligation to notify the Supplier in advance; however, FPS must notify the Supplier of the transfer within a reasonable period of time from its completion.

• 9.4 – The assignment of the Orders does not entail the automatic transfer of the Contract, just as the transfer of the Contract does not entail the automatic assignment of the Orders that are in progress at the date of the transfer.

10. Confidential Information

• 10.1 – All Confidential Information is the exclusive property of FPS, and shall remain the property of FPS even after termination of the Contract. Information relating to the existence of the contractual relationship between FPS and the Supplier shall be deemed Confidential Information and may not be 9 used by the Supplier without prior written consent from FPS, except for the fulfilment of legal obligations.

• 10.2 – Without prejudice to any further obligations incumbent on the Supplier under the Contract and/or in accordance with the applicable law, with respect to the Confidential Information, the Supplier is obliged to:
  • 10.2.1 – keep the Confidential Information strictly private and confidential, store it with the utmost caution and confidentiality, and take all necessary security measures to avoid any risk of unauthorized access, unauthorized use and/or misappropriation by third parties.
  • 10.2.2 – not disclose or communicate to any third party, in whole or in part, the Confidential Information without prior written consent from FPS, and in any event restrict the circulation of Confidential Information to those persons to whom the Confidential Information must unavoidably be communicated for the purposes of carrying out the Assignment.
  • 10.2.3 – use the Confidential Information only for the performance of the Contract, to the extent strictly necessary for that activity and in compliance with legal provisions protecting the confidentiality of the data, with the exclusion of all other purposes.
  • 10.2.4 – maintain the strictest secrecy of the Confidential Information even after the end of the Assignment, promptly deleting all Confidential Information at the end of the Assignment, without retaining any copies, and/or returning all Confidential Information to FPS.
  • 10.2.5 – during the course of the Assignment and after its termination, not use or perform on its own behalf, and not provide to third parties, any goods, performances and/or services in which the Confidential Information is used, except with prior written consent from FPS.

• 10.3 – All persons connected with the Supplier (such as shareholders, directors, employees, consultants, subcontractors and/or collaborators) who may come to know of the Confidential Information in any way shall likewise be bound by the confidentiality obligations established in this Article.
• 10.4 – Without prejudice to the further remedies envisaged by the Contract and/or by the applicable law in favour of FPS, in the event of a breach of the obligations under this Article, FPS has the right to take action against the Supplier and any other persons (including natural persons) who may be liable, in order to obtain full compensation for the direct and indirect damages suffered by FPS. Without prejudice to any further remedies envisaged by the Contract and/or by the applicable law in favour of FPS, the Supplier shall in any case be held directly liable towards FPS for any breach by persons linked to the Supplier (such as shareholders, directors, employees, consultants, subcontractors and/or collaborators) of the obligations envisaged by this article, and is obliged to hold FPS harmless and indemnified against any direct and indirect damage, prejudice, cost, expense (including legal costs), penalty and/or any other burden arising from claims or judicial, arbitration or administrative actions by any third party, including national or international public administrations. 

11. Intellectual Property Rights

• 11.1 – Intellectual Property Rights (even irrespective of whether they constitute Confidential Information) owned by FPS (including Intellectual Property Rights licensed to FPS by a third party) shall be deemed to be the exclusive property of FPS and may only be granted to the Supplier expressly, in writing, and for the sole purpose of performing its obligations under the Contract. In particular, the Supplier is expressly prohibited from using the Intellectual Property Rights of FPS for commercial purposes.

• 11.2 – The Supplier may not dispute the ownership of the Intellectual Property Rights, as well as rights related thereto, and, in any case, complete actions and/or engage in conduct that undermines them.

• 11.3 – The Intellectual Property Rights over the Deliverables and/or, more generally, over the Assignment, are owned exclusively by FPS automatically as a consequence of the conclusion of the Contract and the performance thereof, without the need to sign any additional transfer agreements between the Parties.

• 11.4 – The Supplier represents and warrants that the Assignment, as well as the Deliverables, do not infringe any intellectual property rights of third parties. 11.5 Without prejudice to the further remedies envisaged by the Contract and/or by the applicable law in favour of FPS, in the event of a breach of the obligations under this Article, FPS has the right to take action against the Supplier and any other persons (including natural persons) who may be liable, in order to obtain full compensation for the direct and indirect damages suffered by FPS. Without prejudice to any further remedies envisaged by the Contract and/or by the applicable law in favour of FPS, the Supplier shall in any case be held directly liable towards FPS for any breach by persons linked to the Supplier (such as shareholders, directors, employees, consultants, subcontractors and/or collaborators) of the obligations envisaged by this article, and is obliged to hold FPS harmless and indemnified against any direct and indirect damage, prejudice, cost, expense (including legal costs), penalty and/or any other burden arising from claims or judicial, arbitration or administrative actions by any third party, including national or international public administrations.

12. Communications and domicile of FPS

• 12.1 – Any communication relating to the Contract to be made to FPS must always be sent by email in advance, to the following addresses:
  • 12.1.1 Email: purchase@fps-pharma.com; 12.1.2 Certified email: fps@pec.foodpharmasystems.it.
  • 12.2 The registered office of FPS is: Via Vandelli 20, 22100 Como (CO), Italy. 

13. Tax treatment

• 13.1 – The Contract will only be registered in case of use. In that event, all registration costs and expenses, including penalties and interest, shall be borne by the Parties each for half of the relevant cost, unless such costs are due in the Supplier’s sole interest or chargeable to it, in which case the relevant costs shall be borne exclusively by the Supplier.

14. Liability and indemnity

• 14.1 – The Supplier shall be liable towards FPS for all direct and indirect damages caused to FPS, to property and/or to third parties in the performance of the Assignment that are attributable to the wilful misconduct or negligence of the Supplier and/or of its employees, collaborators and subcontractors (whether authorised by FPS or not), without prejudice to different or concurrent legal provisions on strict liability.

• 14.2 – Without prejudice to any further remedies envisaged by the Contract or by the applicable law in favour of FPS, the Supplier undertakes to indemnify and hold harmless FPS and its assignees or transferees from any direct or indirect damage, prejudice, cost, expense (including reasonable legal costs), penalty or any other charge arising from judicial, arbitration or administrative claims or actions by any third party, including public administrations, whether national or international, as a result of the Supplier’s failure to fulfil its obligations under the Contract and/or its employees, contractors and subcontractors (whether authorised by FPS or not).

• 14.3 – If FPS expressly asks the Supplier to do so, the latter undertakes to establish in favour of FPS for the entire duration of the Contract an adequate insurance policy to cover any breach and/or direct or indirect damage caused by the Supplier and/or its employees, collaborators and subcontractors (whether authorised by FPS or not) to FPS, to property and/or to third parties during the performance of the Assignment or the Contract. If the policy has an annual expiry, the same must be renewed each subsequent year until the expiry of the Assignment.

15. Contract duration and withdrawal

• 15.1 – The Contract shall be valid and effective from the Effective Date until the end date established by the Parties, if any. The tacit renewal and tacit extension of the term of the Contract are expressly excluded, unless otherwise agreed by the Parties.

• 15.2 – FPS has the right to withdraw from this Contract and/or from one or more Orders without time limits, at its sole discretion. If the right of withdrawal is exercised, the Contract and/or the Order (depending on how the withdrawal is exercised) will cease to be effective 15 days after sending the relevant notice. In cases of proven urgency and/or seriousness in which the interest of FPS in not suffering a significant prejudice, even of non-pecuniary nature, prevails, the withdrawal by FPS shall be effective immediately. The withdrawal from one or more Orders does not necessarily entail the withdrawal from the Contract, unless otherwise stated by FPS; conversely, the withdrawal from the Contract entails the withdrawal from Orders still outstanding at the date of withdrawal, unless otherwise stated by FPS.

• 15.3 – In the event of withdrawal, only the part of the fee corresponding to the Assignment and Deliverables already performed at the effective date of the withdrawal will be due to the Supplier. The Supplier acknowledges and accepts that it will not be entitled to any other amount, for any reason whatsoever (by way of example but without limitation: reimbursement of expenses incurred, loss of earnings, penalties, indemnities), even in derogation of Art. 1671 of the Italian Civil Code.

16. Termination

• 16.1 – FPS may terminate the Contract and/or one or more Orders by law, in accordance with Art. 1456 of the Italian Civil Code, if the following circumstances occur:
  • 16.1.1 – exceeding of the maximum amount established by Art.8 by way of a penalty;
  • 16.1.2 – serious irregularities on the part of the Supplier in performing the Assignment;
  • 16.1.3 – breach and/or non-performance by the Supplier of its obligations under these General Terms and Conditions;
  • 16.1.4 – breach of the representations and warranties given by the Supplier under the Contract;
  • 16.1.5 – lack of adequate human rights policies and processes.

• 16.2 – The termination of one or more Orders does not necessarily entail the termination of the Contract, unless otherwise stated by FPS.

• 16.3 – The termination of the Contract entails the termination of the Orders still outstanding at the date of termination of the Contract, unless otherwise stated by FPS.

17. Force Majeure Event

• 17.1 – FPS shall not be liable towards the Supplier for any failure to perform any of its obligations if the failure was beyond the reasonable control of FPS, such as in the case of a Force Majeure Event.

• 17.2 – If any Force Majeure Event results in the non-performance, even partial, of the obligations incumbent on the Supplier and lasts for more than 60 calendar days, FPS shall have the right to request the termination of the Contract with immediate effect.

18. Presupposition

• 18.1 If the Supplier knows or may know that the Order was placed by FPS so that FPS could, in turn, fulfil the requests or orders of a customer of FPS (the “End Customer”), and the End Customer cancels its order through no fault of FPS, the rules envisaged for a Force Majeure Event under Art. 17.1 shall apply in favour of FPS.

19. Consequences of Contract cessation

• 19.1 – Upon the cessation of the Contract and/or the Orders, for any reason whatsoever, the Supplier is obliged to:
  • 19.1.1 – provide to FPS, by and not beyond 7 (seven) days from the date on which the Contract and/or the Orders cease to be effective, any data, information, document, news relating to the Assignment and, in general, anything relating to the activities performed by the Supplier in execution of the Assignment, as well as any data, information and document belonging to FPS;
  • 19.1.2 – provide to FPS all necessary or useful technical, operational and/or managerial advice and assistance for the so-called “handover” to FPS itself (or to a third party identified by it), so as to ensure the correct continuation of the Assignment in the absence of the Supplier.

• 19.2 – Upon the cessation of this Contract and/or the Orders, for any reason whatsoever, the Supplier is obliged to destroy (or irreversibly delete) any copy or excerpt of data, information and documents owned by FPS and/or relating to the performance of the Assignment that is not returned to FPS itself, according to the agreed procedures and using the tools and technical skills available and necessary for this purpose. The Supplier shall be held liable if it destroys or deletes data, information and documents of FPS that the Supplier should have returned to FPS itself; in that case, the Supplier shall indemnify FPS for all direct and indirect damages. 

20. Personal data protection

• 20.1 The Parties undertake to carry out, each insofar as it is responsible, the Personal Data processing operations under the Contract in accordance with the provisions of the applicable regulations. The Supplier is obliged to provide to FPS descriptive information on the characteristics of the personal data processing. 20.2 Throughout the duration of this Contract and after its cessation, the Parties undertake to:
  • 20.2.1 carry out processing operations of personal data only and exclusively for the performance of activities necessary and strictly related to the proper execution of the Assignment. If additional processing operations are carried out, they must in any case be compatible with the purposes for which the data were collected and subsequently processed;
  • 20.2.2 – carry out processing – whether by electronic or paper means – in compliance with national and European privacy regulations. In detail, the Supplier shall carry out these operations exclusively through the personnel assigned to process by means of a written document containing instructions on privacy, with particular reference to confidentiality obligations;
  • 20.2.3 – not to communicate and/or disclose the processed data to third parties except for the fulfilment of obligations prescribed by national and/or European legal and/or regulatory provisions;
  • 20.2.4 – disclose the processed data to third parties (consultants and/or external parties) exclusively for purposes related to the performance of the obligations under the Contract. In particular, where applicable, the provisions concerning the appointment of external data processors pursuant to Article 28 of the GDPR must be respected;
  • 20.2.5 – adopt measures – technical and organisational – appropriate to ensure a level of security appropriate to the risk according to the parameters established by European privacy legislation;
  • 20.2.6 – guarantee the exercise of the rights granted to data subjects under the GDPR, with particular reference to the rights relating to information obligations.

• 20.3 – The Supplier undertakes to provide to FPS – upon request – a copy of the privacy policy provided to the data subjects in accordance with the applicable legislation on personal data processing, as well as suitable certification recording the consent of the data subjects to the communication of the data to FPS for purposes connected to the performance of the Assignment, where the same is required by national and/or European laws and/or regulations.

• 20.4 – If the performance of the Contract involves the processing by the Supplier of personal data owned by FPS and according to the instructions of the latter, the Parties undertake to sign the necessary agreement on personal data processing in accordance with Article 28 of Reg. (EU) 2016/679 as amended, in line with the template prepared by FPS.

21. Applicable law, mediation and court with jurisdiction

• 21.1 – The Contract is governed exclusively by Italian law, with the exclusion of the references envisaged by the rules of private international law.

• 21.2 – If any dispute arises between FPS and the Supplier, whether of contractual or non-contractual nature, the Parties hereby undertake to meet with a view to reaching an agreement in good faith for the amicable settlement of the dispute. 

• 21.3 – If the attempt to settle the dispute amicably pursuant to Art.

• 21.2 – above fails for any reason, the dispute shall be referred to the exclusive jurisdiction of the Court of Milan or the Court of Como, at the plaintiff’s choice.

• 21.4 – If the dispute concerns purely technical matters, the Parties undertake to use their best endeavours to resolve any such divergence or dispute within 10 working days after the divergence or dispute has been identified or communicated, or within the shortest period imposed by the circumstances or agreed between the Parties. If the dedicated operational personnel are unable to resolve the disagreement or dispute, they shall immediately refer the problem or issue to the managers, who shall meet to reach a solution within 10 working days following the expiry of the previous deadline, or within the shortest period imposed by the circumstances or agreed between the Parties. If the managers are unable to resolve the disagreement or dispute, Articles21.2 and 21.3 shall apply.

22. Final reference

• 22.1 For anything not expressly envisaged by the Contract, the applicable legal provisions shall apply.

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