Applicable to each and every contractual relationship established from the day of 25 september 2023
FPS Food and Pharma Systems S.r.l., with registered office in Como, Via Vandelli no. 20, Tax Code 02213370139, in the person of its acting legal representative (hereinafter also referred to as “FPS”),
the Supplier, as defined in the footnote of Art. 1.4 below (jointly, also the “Parties”).
(1) General Terms and Conditions: these general terms and conditions, applicable to each and every contractual rela-tionship (thus including each Contract, Assignment, Offer and/or Order concerning the sale and/or supply of materials, products, services, goods or supplies of any kind) established between FPS and the Supplier, including any annexes and subsequent addenda to the aforesaid General Terms and Conditions.
Special Terms and Conditions: the special terms and conditions agreed between FPS and the Supplier in supplemen-tation and/or amendment of the General Terms and Conditions as required by FPS. The Special Terms and Conditions include Orders, RFP and/or – if accepted by FPS – the Supplier’s Offer, and any attachments thereto. The Special Terms and Conditions may also consist solely of Orders and/or – where accepted by FPS – the Supplier’s Offer.
Contract: the entire contract concluded between FPS and the Supplier, consisting of the General Terms and Conditions and Special Terms and Conditions, together with the documents annexed thereto.
Delivery Date: the date, indicated by FPS in the Order or established by the Special Terms and Conditions, by which the goods or services forming the subject of the Assignment must be delivered or performed at the place indicated by FPS (or, failing that, at the premises of FPS in Fiorenzuola d’Arda (PC), Via Romagnoli, 3 – postcode 29017) in accord-ance with the instructions issued by FPS and the Incoterms specified in the Order and/or in the Special Terms and Conditions or, in the absence of such instructions, in accordance with the so-called “Delivered Duty Paid” clause, as specified in more detail in these General Terms and Conditions.
Effective Date: the date of acceptance (including by mere execution) of the Order, or the date of acceptance of the Offer, unless the Contract has been subjected to deferred or conditional effectiveness. Deliverable: each and any deliverable arising out of the performance of the Assignment and/or the performance of any other activities envisaged for the purposes of executing the Assignment.
Intellectual Property Rights: (i) trademarks, patents, utility models, supplementary protection certificates, rights over Trade Secrets and/or other Confidential Information (or, in any case, not disclosed, such as inventions – whether patent-able or not – or know-how), design rights, copyrights (including related rights), database rights, semiconductor topogra-phies, mask-work rights, trade names and service marks, as well as rights over computer programmes (software, firm-ware), rights over hardware, data, diagrams, reports, technical specifications (even in draft) and any element resulting from and/or developed in the performance of the Contract, (ii) all registrations or applications for registration concerning the rights and assets indicated in point (i) above, and (iii) all rights, of whatever nature, concerning the assets referred to in points (i) and (ii) above, including rights to file further applications, personal and/or image rights, right to reputation, trade names, “get-up” rights, logos, domain names and URLs, rights relating to unfair competition and, without prejudice to the contents of this definition, rights to judicial protection and any other rights of equivalent or similar content, as well as the right to file applications for recognition of all or part of the above rights, in any jurisdiction;
Force Majeure Event: each and any event (i) that is not reasonably foreseeable, (ii) that is beyond the reasonable control of the Party involved, and (iii) whose occurrence is not attributable in any way to the Party involved. A Force Majeure Event may include, by way of example but without limitation, natural disasters, fires, floods, weather events of excep-tional magnitude, wars, civil wars or riots, acts of terrorism, explosions, health emergencies, national or local strikes (provided they are mobilisations proclaimed by trade unions or organisations representing workers’ rights), which are not already in progress or otherwise known at the Effective Date and which have not been ignored due to the negligence, even slight, of the Party involved. By way of example but without limitation, a Force Majeure Event shall also be deemed to be the non-approval by governmental, quasi-governmental, supervisory or similar authorities of patents, drugs or in general of any product or formula necessary, required or useful for the operation, use and/or enjoyment of the materials, products, services, goods or supplies of any kind that form the subject of the Assignment. The mere shortage or unavail-ability of materials, equipment, supplies, resources or personnel shall not be considered a force majeure event unless it is caused by the events listed above. National or local strikes may be considered Force Majeure Events provided that they continue for more than 25% of the annual working days.
Supplier: unless otherwise waived or specified, any external party requested by FPS to perform a service in the interest of FPS itself for the supply to FPS of the subject of the Assignment; this includes, by way of example, natural persons, collective entities, other forms of association, even temporary, freelance professionals, associated firms, individual en-trepreneurs, companies, non-profit organisations, contractual networks, etc., which FPS has contacted in the capacity of providers of goods or services or works, not contractually bound to FPS by organic or employment relationships of any kind, even occasional.
Assignment: all performances, works, goods and/or services (including consultancy services) to be provided by the Supplier to FPS pursuant to the Contract, Order or RFP. The Assignment shall also include all Deliverables, as well as, even if not expressly envisaged, all goods, services and activities reasonably required – also in application of the canon of diligence under Art. 1176, para. 2 of the Italian Civil Code and referred to in Art. 2.1 of the General Terms and Conditions – for the exact and timely performance of the Assignment and all obligations under the Contract incumbent on the Supplier. Without prejudice to the provisions of the General Terms and Conditions, each individual Assignment shall be defined and described in all its details in the Special Terms and Conditions, the Order or the RFP, which shall supplement and/or amend the General Terms and Conditions as required by FPS.
Confidential Information: any information, data, image and/or document (in any format: physical, electronic, digital, etc.) which is not public and which relates to FPS or its customers, suppliers and business partners, including, by way of example, drawings, designs, sketches, production methods, principles of operation of means and machinery, ideas or concepts in general, models, photos, prototypes undergoing testing and/or experimentation, technical manuals, operating instructions concerning components, devices and machinery made and/or to be made, information on costs, revenues, sales, investments, raw materials, industrial and commercial strategies, company know-how, of which the Supplier has become aware or becomes aware during the performance of the Contract and/or which has been or is communicated to the Supplier by FPS or third parties during the performance of the Contract, as well as any personal data pursuant to the Privacy Law, Trade Secrets and/or Intellectual Property Rights of FPS. Confidential Information may also include data, material, news and information concerning machinery, systems and/or methods being studied and/or experimented for which FPS intends to claim industrial property rights by filing a patent application for an industrial invention and/or utility model.
Offer: the latest best offer, consisting of technical and economic aspects, made by the Supplier to FPS.
Order: any purchase order issued by FPS to the Supplier concerning all the performances, works, goods and/or services (including consultancy services) that FPS requests from the Supplier, and any attachments thereto (including, by way of example, offers, technical specifications and operating manuals).
RFP: the FPS offer request made to the Supplier, and its annexes.
Trade Secret: information that, cumulatively: (i) is “secret” in the sense that, taken as a whole or in the precise config-uration of its components, it is not generally known – or easily accessible – to persons who normally use information of a similar type; (ii) has a commercial value because it is “secret”; (iii) with respect to which the person who has legal access to it has carried out reasonable activities, according to the circumstances, in order to keep it “secret”;
Subcontractors: substitutes, auxiliaries and/or any third party suppliers that the Supplier, with the prior written author-isation of FPS and regardless of the nature of its contractual relationship, employs for the performance of the Assignment or the Contract.
FPS Food and Pharma Systems S.r.l.
(stamp and signature of legal representative or attorney with power of attorney – attach power of attorney)
(stamp and signature of legal representative or proxy with power of attorney – attach power of attorney)
the Supplier specifically signs points
2,3,4,5,6,7,8,9,10,11,12,13,14,15,16,17,18,19,20,21,22 of this contract
(stamp and signature of legal representativeor attorney with power of attorney – attach power of attorney)