Nice S.p.A. general terms and conditions of purchase
Scope of application and general terms
1.1 These General Terms and Conditions of Purchase (hereinafter, “GTCP”), issued by Nice S.p.A., govern all purchase contracts for goods or services (hereinafter, the “Contracts”) between Nice S.p.A. (hereinafter, the “Purchaser”) and the supplier (hereinafter, the “Supplier”) and form of an integral part of said Contracts;
1.2 The GTCP shall therefore govern the Contracts between Nice and Suppliers that have accepted the GTCP, also only on the basis of implied consent, or the Contracts with Suppliers that, in any case, have become or could have become aware of the GTCP. Once the Supplier has accepted or become aware of the GTCP, the latter shall therefore govern all subsequent individual purchase contracts concluded between said Supplier and Nice, even if the individual (single orders or scheduled agreements), or equivalent contractual documents, do not specifically refer to the GTCP.
1.3 These GTCP shall remain valid until they are expressly withdrawn by the Purchaser or until the latter replaces them with new general terms and conditions of purchase.
1.4 Any terms and conditions other than those stated below shall not be applicable, unless they are expressly accepted in writing by both Parties.
Finalisation of the contract
2.1 The Contract shall be finalised once the Supplier accepts an order sent in writing by the Purchaser to the Supplier, which shall constitute a contract offer pursuant to Art. 1326 of the Italian Civil Code (hereinafter, the “Order”).
2.2 The Supplier that receives the Order shall provide the Purchaser with confirmation no later than three working days after receiving said Order (hereinafter, “Validity Deadline”), or by the different Validity Deadline that may be indicated in the Order, by returning it signed for acceptance by a person with due powers of representation (hereinafter, “Order Confirmation”). The Order Confirmation shall be sent through the dedicated portal used by the Purchaser or, if agreed with the Purchaser, via e-mail – to the buyer’s e-mail address of reference.
Should the Validity Deadline expire without the Order Confirmation being sent for acceptance, but without any specific notification of non-acceptance being provided, the Order shall nonetheless be deemed to have been accepted, with the Supplier therefore being obliged to execute the Order in compliance with these GTCP.
2.3 Should the Supplier send the Purchaser an Order Confirmation containing amendments or integrations to the Order (hereinafter, “Amendment Proposal”), the Purchaser shall reserve the right to check the proposed amendments with the Supplier and, if appropriate, expressly accept the Amendment Proposal in writing.
2.4 The Purchaser shall in any case be entitled to cancel the Order also before the Validity Deadline expires and up until a valid Order Confirmation is received, whether tacit or express.
2.5 All written correspondence from the Supplier regarding the Order must always indicate the Order reference number.
3.1 The prices indicated by the Purchaser in the Contract or in the Order (hereinafter, the “Price”) shall not be subject to change and are understood to be fixed prices that the Purchaser shall pay the Supplier for executing the Contract.
3.2 The Price is understood to include packaging costs for shipping as well as transport costs, unless otherwise agreed in writing between the Parties and specified in the Order.
3.3 Any changes to the Price must be agreed upon in writing between the Parties.
Invoicing and Payments
4.1 Sales invoices issued by the Supplier regarding the Contracts must specify the following:
- Order number;
- Transport document;
- INCOTERMS rule applied;
- Item number and description referred to by the Order;
- Unit price and total price;
- VAT applied;
- Origin of the goods;
- Customs heading/Combined Nomenclature;
- Payment terms;
- Bank details;
4.2 The Supplier's bank details indicated on the invoice must exclusively refer to said Supplier.
4.3 The buyer must be informed in writing of any changes to bank details in advance, through a notification printed on the Supplier’s headed paper and signed by the legal representative.
4.4 Unless otherwise agreed in the Contract, the Purchaser shall pay the consideration amounts 120 (one hundred and twenty) days end of month + 10 days - with the invoice to be issued upon completion of the supply - via bank transfer. Payments shall be made in euro.
4.5 Any payment delays due to a delay in the relative invoices being issued or due to invoices being issued that do not comply with all applicable legal requirements, or that are incomplete, shall be attributable to the Supplier to all intents and purposes. As a result of such delays, the payment deadline shall automatically be postponed, calculated from when the Purchaser duly receives the correct invoice.
4.6 The payment of invoices shall not represent express acceptance of the supply or of the invoiced amount and nor shall it constitute a waiver of any other right provided for by law or by the GTCP, with the Purchaser therefore remaining fully entitled to exercise all rights conferred by the law or by the GTCP, also after payment.
4.7 Without prejudice to any other right deriving from the law or the GTCP, the Purchaser shall be entitled to suspend payment of the amounts due if: (i) the Contract is executed in an incomplete or incorrect way or in a way that does not comply with the agreements; (ii) any faults or defects are found with the Products or Services or the latter fail to meet the agreed quality standards in any way. The Purchaser shall remain entitled to accept or not to accept early deliveries. Should Products or Services be delivered early, the payment deadline referred to by point 4.2 shall nonetheless be calculated based on the original delivery date for the supply agreed upon between the Parties.
Declarations and Obligations of the Supplier
5.1 After signing each Contract, the Supplier shall undertake to duly and accurately fulfil all obligations stated therein. In particular, the Supplier undertakes: i) in the case of Products being sold, to produce and sell the Products to the Purchaser with quantities and quality standards that comply with the Order and with the approved samples, as well as with all technical documentation that the Purchaser may have provided, free from any kind of fault or defect; and, (ii) in the case of Services being performed, to duly provide said Services in the agreed ways; in any case, the Supplier shall operate with the diligence of a qualified provider in the sector of reference pursuant to Art. 1176, paragraph 2, of the Italian Civil Code.
5.2 To perform the Contract, the Supplier shall use qualified employees, staff and/or consultants (hereinafter, “Persons in Charge”), who have specific technical expertise and proven experience in relation to the type of goods and/or services commissioned. The Supplier shall undertake to duly fulfil its obligations regarding remuneration, pension and social security contributions and tax payments for the Persons in Charge. In any case, the Supplier shall undertake to indemnify and hold the Purchaser harmless - also with respect to various types of injunctions, even of a temporary nature - against any claim, demand or request from third parties, including the Persons in Charge, based on any joint obligations, constraints or liabilities of any kind that may legally apply to the Purchaser after signing the Contracts.
5.3 The Supplier hereby declares and guarantees that it complies, and shall ensure compliance, with all applicable national and international laws, provisions and regulations, in order to ensure that its activities are properly and correctly carried out - including, by means of example but not limited to, regulations regarding the environment and labour law - including contracts and collective agreements - pension fund and social security regulations and legislation regarding workplace health and safety and antitrust rules and, in any case, all applicable legislation for its business to be run correctly.
5.4 As well as being independent from a technical and production point of view, the Supplier also declares that it is financially self-sufficient and that its production and sales programmes are not substantially affected by the Purchaser’s orders.
5.5 If requested to do so by the Purchaser, the Supplier shall provide a Declaration of Origin, stock inventories and certification that it is up to date with its pension and social security contributions (corresponding to the Italian DURC document).
5.6 The Supplier is strictly forbidden from transferring the Contracts unless specifically authorised to do so in writing by the Purchaser.
Delivery terms and place of delivery
6.1 The Supplier acknowledges and recognises that the date of delivery or the date when the Services shall be performed represents a binding part of the Contracts and, for this reason, said Supplier shall undertake to make the deliveries or provide the Services by the deadlines and following the procedures agreed upon with the Purchaser.
6.2 The Supplier must deliver the goods referred to by the Contract to the place and by the deadline expressly indicated by the Purchaser.
6.3 The Supplier acknowledges that the agreed deadline for delivery is considered essential and is defined in favour of the Purchaser. The Supplier must therefore only deliver the goods to the Purchaser upon expiry of the deadline indicated, but not before, unless expressly requested to do so in writing by the Purchaser.
6.4 Should the Supplier not respect the deadline agreed with the Purchaser and deliver the goods to the latter early, then the Purchaser shall reserve the right to refuse the delivery and return the goods to the Supplier, with all expenses being charged to the latter.
6.5 Should facts or circumstances arise that make it reasonably foreseeable that the Supplier may not be able to make the deliveries by the deadlines stated in the Order, the Supplier shall be obliged to promptly inform the Purchaser thereof in writing, specifying: i) the reason for the delay; ii) the estimated duration of the delay; iii) the measures that the Supplier considers appropriate to avoid, catch up on and/or limit the delay.
6.6 Failure to make deliveries by the deadlines stated shall, to all intents and purposes, constitute a serious breach by the Supplier to fulfil its contractual obligations. The Purchaser shall therefore be entitled to refuse the delivery of Products after the deadline indicated in the Order and, in these cases, to terminate the Contracts in place pursuant to Art. 1456 of the Italian Civil Code. If, vice versa, the Purchaser accepts the delivery despite the delay, then it shall nonetheless be entitled to claim compensation for any damages caused by the Supplier's delay in fulfilling its obligations. The Purchaser’s late acceptance of Products or Services shall therefore not mean that the Purchaser tacitly waives its rights granted by the GTCP, and nor shall it result in this, in particular, the right to claim compensation for damages deriving from the Supplier’s failure to duly comply.
6.7 The Supplier must book the unloading of goods at least five (5) working days in advance, notifying the Purchaser thereof by using the portal or, alternatively, if agreed with the Purchaser, by sending an e-mail to: email@example.com or by calling +39.0422.505369; +39.0422.505456.
6.8 All deliveries must be accompanied by the relative transport document (in Italian: “DDT”). The Supplier must also create the pre-delivery note using the portal and send a copy of the transport document in advance to the e-mail address: firstname.lastname@example.org by the deadline of one working day before delivery.
Transport documents must specify the following:
- Order number;
- Item number and description, as stated in the Order;
- Quantity and relative unit of measurement;
- Total weight of the packages;
- Number of packages;
- Origin of the goods.
Together with the transport document, the Supplier must also deliver the following to the Purchaser, sending a copy in advance at least one (1) working day before delivery, to the e-mail address: email@example.com:
- Dimension report;
- Technical data sheet for the product supplied if expressly requested by the Purchaser or by law.
6.9 Upon the Purchaser's request, or in any case if required by law, the Supplier must provide the Purchaser with the necessary CE declarations of conformity with all European Directives and Regulations, or regulations that are in any case applicable. The Supplier must send this documentation before the Goods are delivered or before the Services are performed, using the portal or, alternatively, if agreed with the Purchaser, via e-mail to: firstname.lastname@example.org.
6.10 Goods must be delivered together with all the required technical documentation and all the necessary quality and conformity certificates, or, in general, all the documentation required by law.
7.1 Packing must meet the following requirements:
a) if the goods are to be handled manually, the total weight must not exceed 20 kg per package;
b) if several packages are being delivered together and have an overall weight of less than or equal to 20 kg, then they must be placed on pallets measuring 800 x 1,200 cm, with a total maximum height of 1,400 cm and a total weight of 1,000 kg per pallet, suitable for forklifts. In this case, the Supplier undertakes to produce a packing list and to attach a copy to the outside of the pack, on both sides measuring 800 cm;
c) if goods are to be handled with forklifts, each packing unit must measure 800 x 1,200 cm with a maximum total height of 1,400 cm and a maximum weight of 1,000 kg per pallet, suitable for forklifts.
7.2 On the label attached to each pack, the Supplier must state the following information:
- Item number and description, as stated in the Order;
- Drawing number with review;
- Purchase order/contract;
- Production date;
- Tare weight and total weight;
7.3 Batches must be identified individually using labels that state the aforementioned information in a legible format and including, where possible, a barcode.
Lost and/or damaged goods
8.1 Unless otherwise agreed upon in writing between the Parties, the goods shall be delivered DDP or DAP (Incoterms 2020).
8.2 The Supplier shall nonetheless be liable for any loss and/or damage to the goods even after delivery to the place indicated, if caused by incorrect or faulty packaging.
Acceptance of the Supply by the Purchaser
9.1 The Purchaser accepting the goods delivered shall not mean that it acknowledges a lack of faults with them, not even if the goods have apparent defects.
The goods shall therefore always be received subject to checking the relative quality and existence of any faults or defects with them, which the Purchaser may report to the Supplier within the time frames permitted by law.
9.2 The Purchaser has the right to refuse any deliveries made after the deadline indicated, or that do not comply in terms of quantity, with the relative costs for the return and the risk of destruction and/or damage and/or loss, from the moment the goods leave the place of delivery on the Purchaser’s Premises, being fully borne by the Supplier.
9.3 For deliveries that do not have the right quantities and are returned to the Supplier, payment shall not be made for the price of the supply.
Supplier’s warranty for faults
10.1 The Supplier shall undertake to supply goods that comply with the Contract and with any technical specifications reported therein, and that do not present any kind of fault and/or defect.
10.2 In the event of faults and/or defects, the Purchaser may, alternatively, choose whether to:
- refuse to accept the products and return them to the Supplier. In this case, the Supplier shall issue a credit note for the returned goods. If the faulty, returned goods do not refer to all the goods supplied, the Purchaser shall not pay the amount due for the residual, non-faulty goods until the Supplier has issued a credit note for the goods already returned;
- request the replacement/repair of the faulty and/or non-compliant goods;
in any case, this shall be without prejudice to the right to claim further damages.
10.3 The expenses and all costs involved with the return of faulty and/or non-compliant products, including those relating to handling and storage, shall be fully borne by the Supplier. Faulty and/or non-compliant goods shall be transported at the Supplier's sole risk.
10.4 The Purchaser shall not pay the price indicated should a complaint be made about faulty and/or non-compliant products.
10.5 The Supplier shall be obliged to return any amounts already paid by the Purchaser for faulty and/or non-compliant Products.
Other guarantees provided by the Supplier
11.1 The Supplier is obliged to guarantee that the goods supplied are suitable for use, for a period of 24 months from delivery, unless said Supplier applies other, longer warranty periods.
11.2 If the goods are imported from countries outside the EU, the Supplier shall guarantee that it has fulfilled all existing customs, tax, administrative or any other kind of obligations.
11.3 The Supplier shall guarantee that the goods delivered are free of pledges or any other security interest or personal guarantee, and are not subject to any retention of title agreement.
11.4 The Supplier shall indemnify the Purchaser against any liability for damages caused to third parties by the goods supplied if they are defective, undertaking to hold the Purchaser harmless against all costs resulting from requests or claims for compensation put forward by third parties in relation to damages arising after using the goods, including the costs of any legal or out-of-court proceedings taken against the Purchaser.
11.5 The Supplier, at its own expense, must take out an insurance policy with a leading insurance company - with excesses and liability limits defined under normal market conditions - in order to cover its liability for any kind of damages caused to third parties, deriving from the Order and/or the Contract being executed, as well as for damages caused to any equipment and/or components belonging to and supplied by the Purchaser to execute the Order and/or the Contract, in relation to which the Parties shall sign a separate loan for use agreement. If requested to do so, the Supplier shall provide the Purchaser with a copy of the relative policy.
11.6 Unless otherwise specified in the Orders and/or Contracts, the Supplier must provide the Purchaser with proof that it has obtained the declaration of conformity with the ISO 9001 certificate from an accredited body.
Safety data sheets
12.1 The Supplier is obliged to provide the Purchaser with the safety data sheet relating to consumable materials and hazardous - non-hazardous substances/products, beforehand (or the first time goods are supplied or, in any case, when the Purchaser requests it) using the portal or, alternatively, if agreed upon with the Purchaser, via e-mail to: email@example.com.
12.2 The safety data sheet must be drawn up on paper or in electronic format, must be written in Italian or English and must include the date of issue and/or of any updates, in accordance with the provisions stated in the Annex to Italian Ministerial Decree dated 04 April 1997.
Changes regarding the Supplier
13.1 The Supplier is obliged to inform the Purchaser in good time and in writing of any intention to change its process or its production plant, the materials used or the subcontractors of reference. The Purchaser must give its consent, reserving the right to terminate the supply relationship should this not be the case.
14.1 The Supplier may entrust all or part of the production of the goods to subcontractors deemed to be suitable based on their experience, technical-production expertise and organisational skills, subject to this being authorised in writing by the Purchaser.
14.2 Without prejudice to the fact that the Purchaser shall only maintain a contractual relationship with the Supplier, should the latter use authorised subcontractors, it must ensure that said subcontractors are committed to fulfilling the obligations and complying with the terms and conditions referred to by the Order or Contract, or stated in these General Terms and Conditions of Purchase.
14.3 If subcontractors are used, the Purchaser reserves the right to immediately withdraw from the Contract at any time, despite the authorisation granted, should it ascertain, at its sole discretion, that the subcontractor appointed by the Supplier is not suitable for executing the part of the Contract entrusted to it.
Industrial and intellectual property
15.1 The Supplier guarantees that the products supplied do not violate any patent, copyright or other industrial or intellectual property right belonging to third parties and undertakes to indemnify, hold harmless and compensate the Purchaser against any request, demand, damage or expense deriving from claims put forward by third parties.
Storage of technical documentation - equipment - moulds
16.1 The Supplier is obliged to carefully store drawings, samples and any documentation and/or material received from the Purchaser and to return them when the contractual relationship comes to an end, and, in any case, should the Purchaser request this.
16.2 It is strictly forbidden for the Supplier to use and reproduce this documentation and material for purposes other than the supply relationship in place with the Purchaser.
16.3 The Supplier must keep the results of tests, inspections and trials relating to the goods it produces and any goods produced by subcontractors. Said results must be kept for at least 3 (three) years from the phase-out, or for even longer, should there be a legal or out-of-court dispute involving the Purchaser and until said dispute is resolved.
16.4 If the Supplier receives moulds and/or equipment from the Purchaser under a loan for use agreement, or makes these based on the design drawings provided by the Purchaser, it shall be obliged to safeguard them with an ordinary level of diligence and must only use them for the production purposes as part of the contractual relationship in place with the Purchaser. The relationship between the Supplier and the Purchaser regarding the use of moulds and/or equipment belonging to the Purchaser shall be specifically governed by a separate contract.
16.5 Upon the simple request of the Purchaser and without any costs being charged to the latter, the Purchaser may inspect the Supplier’s headquarters or production plant in order to check that the required standards are being met in terms of quality and efficiency.
17.1 The Supplier is obliged to fulfil the confidentiality obligations with regard to confidential information, taken on towards the Purchaser upon signing the specific confidentiality agreement presented to it.
17.2 The Supplier shall undertake to only make the confidential information known to employees, staff, professionals or Subcontractors who must receive said information for purposes linked to executing the Contract. In any case, it is the Supplier’s responsibility to ensure that said individuals (i) are informed of the confidential nature of the confidential information; (ii) keep the information received to carry out their appointed tasks strictly confidential. In any case, it is understood that the same confidentiality obligations shall also apply to the employees, staff, professionals and Subcontractors who need to receive the confidential information.
17.3 The Supplier shall undertake not to use the information and data provided by the Purchaser or of which it has nonetheless become aware (in any form, whether it be in writing, verbal, electronic, by directly viewing them or in any other intelligible form) directly, indirectly or through a third party, organisation or company and nor shall it disclose said information and data to third parties - even after the contractual relationship in place with the Purchaser comes to an end for whatever reason; the Supplier may become aware of said information upon signing or performing the contract in question, with particular reference to technical specifications provided by the Purchaser, drawings, designs, products and technical, commercial and business information. These documents and information must be treated as confidential.
17.4 The Supplier must adopt all appropriate measures to ensure that the confidential information is and remains confidential in order to protect said information and safeguard it against improper use, loss, theft, publication, or destruction and, in any case, it shall undertake not to make said information fully or partially known to third parties, neither in writing nor orally.
17.5 The Supplier shall undertake not to use or have third parties use the confidential information with procedures and/or for purposes that may directly or indirectly cause even only potential damage and/or detriment to the Purchaser, with the exception of the purposes of performing the Contracts.
17.6 The obligations referred to by this section shall not apply to any information which the Supplier can prove: it was already aware of before acquiring said information; was already in the public domain.
17.7 The confidentiality obligations referred to by this section shall continue to be valid even after the relationship between the Purchaser and the Supplier comes to an end, until the confidential information does not enter the public domain and, in any case, for a duration of 5 (five) years from the termination of each single Contract.
18.1 The Supplier shall undertake not to make products or provide services that represent a (unoriginal) imitation of the Products or Services for which the Purchaser has provided its designs, information and technical documentation. In particular, the Supplier undertakes not to directly or indirectly produce, also through third parties, and not to sell products, services or pieces of work that are the same or similar to those requested by the Purchaser, or that may, in any case, violate the Purchaser's industrial or intellectual property rights.
19.1 The Supplier may only use the Purchaser’s name for reference purposes if the Purchaser has authorised this in writing beforehand.
Termination and Withdrawal
20.1 Right to withdrawal. The Purchaser reserves the right to freely withdraw from any Contract by sending due notification to the Supplier via certified e-mail or registered post with acknowledgement of receipt, providing 90 (ninety) days' notice, even if the Supplier has already started to perform the Contracts. Following notification of withdrawal: (i) the Supplier shall immediately suspend all activities relating to the Contract, and (ii) the Purchaser shall undertake to pay the Supplier for the Products already produced and not yet delivered or for the part of the Services already provided, calculating the Price in proportion to the Products already made or the Services already provided as at the date of withdrawal.
The Supplier shall be obliged to deliver the Products, or the Services if appropriate, for which the Purchaser has paid the fee based on the provisions of the previous paragraph, with the Supplier expressly waiving the right to ask the Purchaser for any form of compensation and/or reimbursement.
20.2 Express termination clause. Without prejudice to other remedies, the Purchaser may terminate the contractual relationship by the defined deadline if the delivery is not made and/or is made late and/or is non-compliant, or if the Supplier fails to fulfil its obligations, again without prejudice to the right to compensation for damages.
20.3 The Purchaser may also terminate the contractual relationship should the Supplier breach one of the provisions stated in these General Terms and Conditions.
21.1 The Supplier shall not be held liable for any failure to comply and/or delays due to Force Majeure events, understood to mean events and/or circumstances of an exceptional and/or unforeseeable nature, such as wars, revolutions, sabotage, epidemics, fire, explosions, earthquakes, flooding, impediments due to specific legislative measures or other impediments that are equally as serious, regardless of the intentions of the parties, and that are unforeseeable.
21.2 On the contrary, delays due to the following circumstances shall not be considered as force majeure, by means of example but not limited to: i) the Authorities forcing the Supplier to shut down and/or suspend its activities due to the latter’s failure to comply with workplace health, safety and hygiene legislation or with any other legal provision; ii) delays by the Supplier with regard to the procurement of materials and/or services; iii) delayed deliveries by the Supplier's subcontractors; iv) the Supplier’s offices and employees going on strike.
21.3 Should the Supplier be affected by a force majeure event, it must inform the Purchaser of said event in writing, no later than 24 hours from when it first arises, as well as being obliged to provide its services as soon as possible.
21.4 Should a force majeure event last for longer than 15 (fifteen) days, the Purchaser shall be entitled to terminate the Contract, by sending written notification thereof to the Supplier.
22.1 Should the Supplier deliver the goods late, the Purchaser reserves the right to apply a penalty, equal to 0.5% of the price of the goods that have not been delivered by the deadline, for each day of the delay – unless other measures are stated in the Contract. Alternatively, and having duly informed the non-compliant Supplier thereof beforehand, the Purchaser may contact another supplier, with the relative costs, even if higher due to the urgent nature of the Order, being borne by the non-compliant Supplier.
22.2 The Purchaser shall, in any case, reserve the right to ask the Supplier to compensate all damages directly or indirectly caused by the delayed delivery.
Information notice regarding the processing of personal data
23.1 The Purchaser may process data regarding the Supplier for the sole purpose of managing and performing the purchase contract, in accordance with the provisions stated by European data protection regulation no. 2016/679 (“GDPR”).
23.2 Said data may be processed on paper and/or in electronic format and for the sole purposes mentioned above. It is necessary for the Supplier to provide its data and failure to do so shall make it impossible to perform the Contract.
23.3 The Supplier declares that it is aware of the security measures provided for by personal data protection legislation and guarantees the confidentiality and security of data and information and the archives where they are stored, in compliance with the security measures, in order to reduce to a minimum the risks of personal data being destroyed or lost, even only accidentally, of unauthorised access or of processing that is not permitted or does not comply with the purposes for which said data and information have been collected.
23.4 Each Party shall take on any liability deriving from breaches of the provisions contained in the GDPR and in this article, regardless of whether they have been committed by data processors, authorised individuals, employees or collaborators in general, who perform the Contract on behalf of the Party in question.
It is understood that neither Party may be held liable vis-à-vis the other for any breaches of the aforementioned Regulation attributable to third parties.
Compliance with the code of ethics pursuant to Italian legislative decree NO. 231/2001
24.1 The Supplier shall undertake to comply with the provisions of Italian Legislative Decree no. 231/2001 and subsequent integrations. To this end, the Supplier hereby declares that it has read Nice’s Code of Ethics and Organisational, management and control model pursuant to Italian Legislative Decree no. 231/01, both of which are available from: https://www.niceforyou.com/pdf/nice-modello-ex-231-2001.pdf and https://www.niceforyou.com/pdf/nice-code-of-ethics.pdf.
The Supplier shall undertake to provide its services, as referred to by the Contract, in compliance with the rules stated in the Code of Ethics, in the Code of Conduct and in the Model. In particular, the Supplier shall undertake to ensure that its conduct complies with the provisions of applicable legislation with reference to the prevention and suppression of corruption, organised crime and money laundering and regarding environmental protection (Italian Consolidated Law no. 152/2006) and workplace health, safety and hygiene (Italian Legislative Decree no. 81/2008).
24.2 The Supplier shall undertake to ensure that the provisions of this clause are upheld by its employees and by any authorised subcontractors it may use and by the latter’s personnel, obtaining from them a specific written declaration confirming their commitment in this regard.
24.3 Should the Supplier breach the obligations indicated under articles 22.1 and 22.2, the Purchaser shall be entitled to terminate the Contract, without prejudice to its right to compensation for damages.
Jurisdiction and applicable law
25.1 These General Terms and Conditions of Purchase, as well as the Contracts, shall be governed by Italian law.
25.2 Any dispute that may arise regarding the interpretation, validity, effectiveness, execution, termination or cessation of these terms and conditions, and of the relationships that they govern, shall therefore be subject to Italian law and shall fall under the exclusive jurisdiction of the Court of Treviso.