Payment for deliveries, unless otherwise agreed and regardless of disputes, must be made as defined in the order and in any case within 60 days of the invoice date at the end of the month. The supplier is not obliged to grant a discount in case of advance payment of the product. For the entire duration of the supply contract and for 5 years after its termination, the supplier and the customer are obliged to ensure strict compliance with all conditions of confidentiality and confidentiality in accordance with all information (documents, data, characteristics, elements, technical and financial information, projects, diagrams, reports, diagrams, minutes of meetings, etc.) that they have at their disposal during the preparation or execution phase of the contract. The Supplier and the Customer undertake to keep all materials exchanged or received with the same care and in the greatest secrecy as if what was received or exchanged was their exclusive property. The Supplier and the Customer will only grant access to the data, documents and all material received to persons involved in the execution of the delivery. In addition, the customer and the provider expressly declare that they comply with the data protection procedures provided for by law. If necessary, the Customer and the Supplier are obliged to appoint the person responsible for the management of the sensitive data that may be transmitted. The obligation of confidentiality and secrecy does not apply: – To information accessible to the public or already known at the time of signing the contract. – Information that was already in possession before the conclusion of the contract. – Obligation to disclose information when required by a court or public authority in general. The breach of this clause entitles the other party to claim damages and, if the breach is particularly serious, the termination of the contract. Equipment, molds, etc., which are also subject to wear and tear and are necessary for the realization of the product intended for the customer, are, unless otherwise agreed in writing, the exclusive property of the supplier.
The production tools are designed by the supplier or by a company commissioned by the same supplier and take into account the working methods and equipment normally used by the supplier. The Supplier may invoice the Customer for the costs incurred for the design and construction of the equipment used in production or for the optimization of the manufacturing process, so that the Supplier can achieve production efficiencies that help to keep the price level of the manufactured products competitive. The Supplier may also request the Customer to jointly share the costs as described above. Even in this case, the equipment, molds and everything necessary for production remain the exclusive property of the supplier, without a potential partnership guaranteeing the rights of use or even the intellectual property rights or know-how of the customer. Unless otherwise stated in writing, the Supplier may freely use the equipment, moulds and, in general, any working instrument, including for production other than that intended for the Customer. The Supplier guarantees the ownership or right to use the information, drawings, content of documents and process used to manufacture and deliver the Product. The supplier guarantees the absence of patents or restrictions that may prevent the manufacture and sale of the product. If the product is manufactured according to the design specifications or according to the instructions or information of the customer, this customer is solely responsible for all violations, including in connection with the manufacturing process, and the industrial and non-commercial property rights of third parties and endeavors to indemnify the supplier for all direct or indirect results. that the availability or use of such information or the Product is, for any reason, directly or indirectly attributable to the Supplier or third parties.
The Customer shall ultimately and directly or indemnify the Supplier for all direct and indirect damages and all costs, including legal or defense fees or even costs, charged to the Supplier in the event of a suit against or by the Supplier for any breach of the obligations entered into in this clause. Any event or behavior that objectively casts doubt on the creditworthiness of the customer or on his willingness or ability to pay for the delivered product can be considered as a reason for suspension of the delivery of the product by the supplier. In this case, the provider will send a specific message to the customer. Upon receipt of such notice, all amounts due to the Supplier by the Customer shall be deemed to be immediately due and payable, and this shall apply by way of derogation from any agreement to the contrary, even if agreed with the Customer. The supplier also has the right to recover the delivered product that has not been paid for in the customer`s warehouses or factories. In the event that the Customer is subject to bankruptcy proceedings (arrangement with creditors, receivership, bankruptcy, involuntary liquidation, extraordinary administration, debt restructuring agreement, etc.), the Supplier may suspend further deliveries or consider cancelling the contract itself, in accordance with the specific legislation on recovery. The Customer is obliged to inform the Supplier of any significant change in its corporate governance or in the administrative and administrative organization or the call for tenders for the sale of the Company or a branch if such an event concerns the delivery of the Product. Once this information has been evaluated or in the absence of information, the supplier can finally inform the customer of his intention not to continue the relationship. In this case, all claims of the supplier are due immediately. The Supplier may continue to withhold advances or payments received until that date, taking into account whichever is greater.