General Terms and Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE OF TEMA SINERGIE S.P.A. (“SELLER”)

1. Scope of Application

1.1. These General Terms and Conditions of Sale (the “GTC”) apply to the sale or supply of products (the “Products”) and/or services (the “Services”) provided by the Seller to the Customer (the “Customer”).
1.2. The GTS, together with any additional terms specified by the Seller in the Order Confirmation (the “OC”), constitute the entire agreement between the Seller and the Customer. Any different terms and/or conditions included by the Customer in the Purchase Order (the “PO”) or other communications sent by the Customer to the Seller shall not be binding unless specifically accepted in writing by the Seller.
1.3. In the event of any inconsistency within the terms of the entire agreement, the GTC and the PO shall prevail over the terms of the PO, and the PO shall prevail over the GTC.
1.4. Documents, catalogs, or any other materials of any kind provided for informational purposes are not binding. The Seller may modify any technical specifications at any time and without prior notice to the Customer in order to maintain or improve the performance of the Products.
1.5. The Seller shall not be bound by the Customer’s General Terms and Conditions of Purchase (the “GTCP”), even if reference is made to them or if they are contained in the Purchase Order or in any other documentation provided by the Customer. The GCP shall not be binding on the Seller, even by implied consent.
1.6. Where the Products and/or Services are to be delivered and installed at a location belonging to a third party (the “End User”), the Customer agrees to have the End User sign these General Terms and Conditions of Sale to ensure proper fulfillment of the obligations set forth therein.

2. Seller’s Offer and OA

2.1 The Customer defines the Request for Proposal (RFP) based on the Offer prepared by the Seller, specifying the Purpose of the Supply and the Terms of Supply.
2.2 The Offer is a document that evolves over time and may be subject to subsequent revisions to allow the Customer to define the OA through a process of refinement and elaboration.
2.3 For the evaluation of revisions beyond the third, the Seller reserves the right to charge an hourly fee.
2.4 If the OA is not formalized within 30 days of receipt of the Offer and any subsequent revisions, the Seller reserves the right to modify the content of the Offer.
2.5 The OA is irrevocable and will be binding on the Seller only if confirmed in writing via the CO. If the Seller has begun to execute the sale or supply without having sent the CO to the Customer, the Customer may not revoke the OA, as the agreement is deemed to have been finalized by conclusive acts and will be governed by the GTC attached to the Offer.
2.6 Following the CO, the Seller nevertheless reserves the right, at its discretion, to submit technical specifications and/or general construction and installation drawings to the Customer to finalize and confirm the details of the Product. These must be reviewed and approved by the Customer prior to the start of production. The Customer shall also be responsible for promptly notifying the Seller of the logistical and/or organizational specifications required for delivery to the installation site.
2.7 If, following the CO and the start of production, a price increase becomes necessary due to any change in the Scope of Supply requested by the Customer, the Customer must pay such increase upon receipt of a notice in which the Seller has set forth the reasons for the increase. Likewise, in such a case, the Customer must accept any resulting change to the delivery terms.
2.8 For Standard Products, the Seller, with a view to ensuring continuous improvement in the performance of such Products, reserves the right to make design changes even after receiving an Order Confirmation without any obligation to notify the Customer of such changes. It is understood that any illustrative material (brochures, images) sent as an attachment to the Offer is to be considered an example of the product and may not strictly correspond to what is offered.

3. Exclusions – Sale of Products

3.1 Unless specifically agreed upon in writing, the following items are to be considered excluded from the scope of supply (where applicable): (1) Product Risk Analysis; (2) Mechanical construction drawings; (3) Source code; (4) Software licenses; (5) verification of floor load-bearing capacity and any necessary load adjustments; (5) any construction work or preparation for the installation of the Products, including lighting for the installation area; (6) Verification of routes and passageways for moving the Products from the unloading or storage area to the installation area; (7) Ducting for electrical cables; (8) Running of electrical cables; (9) connection to the electrical grid; (10) connection to technical gas networks, including compressed air; (11) connection to the water supply system, including the distribution system for demineralized water, purified water, and water for injection; (12) connection to the controlled exhaust duct and the sewer system; (13) the installation of any ventilation ducts to exhaust air from the Products from the installation area to the exterior of the building or other ducting; (14) FAT, SAT, IQ, OQ, PQ, DQ, and other tests not specifically agreed upon in writing; (15) any rental of lifting equipment (cranes, forklifts, pallet jacks, etc.) and transportation from the unloading or storage area to the installation area; (17) instrumentation necessary for validation activities; (18) any supply not specifically included in the bid.

4. Specific Responsibilities and Obligations of the Customer – Product Installation Services

4.1 In order to receive proper Product installation services, the Customer and/or End User, at their own expense, agrees to: (1) ensure adequate safety conditions for the technicians appointed by the Seller during the delivery of the Products and, in particular, ensure that the equipment and premises are perfectly clean and completely free of potentially hazardous materials and/or substances; (2) ensure the presence of at least one of its own employees during the work performed by the technicians appointed by the Seller, who must possess the technical expertise and operational authority necessary to ensure the safety of the Seller’s personnel; (3) prepare a prevention plan that identifies the risks and the preventive measures taken and to be taken in order to ensure the minimum safety and hygiene conditions required by applicable law at the Site; this plan and the related requirements must be communicated to the Seller in a timely manner to allow for the scheduling of the work; (4) be responsible for the preparation and finishing of the installation area, including the disposal of any waste material, in accordance with the technical documentation provided by the Seller.
4.2 In the event that the installation requires additional work and time due to the Customer’s failure to comply with the obligations set forth in Section 4.1, the Seller shall issue a specific quote for the performance of the additional work. The installation service must be performed according to the timeline indicated in the Offer or the CO or, if there is no reference to such a deadline in the Offer or the CO, no later than 3 (three) months from the date of shipment. It is understood, however, that if the installation service is not performed and completed within the timeframe agreed upon by the Parties or within 6 (six) months of shipment—due to causes and circumstances other than the Seller’s failure to perform—the Customer must pay the Seller the balance still due.
4.3 If the installation service is performed by the Seller, the Customer may use the Product only after the on-site acceptance test (“SAT”) has been completed. The Seller shall not be held liable for any damages resulting from the Customer’s unauthorized use of the Product prior to the full completion of the SAT.
4.4 If the Customer does not confirm its attendance at the FAT or does not request any change to that date within 14 days of the FAT notice date, the Seller shall have the right to conduct the FAT without the Customer’s representatives. In such a case, the FAT shall be deemed accepted even without the signature of an employee authorized by the Customer on the relevant FAT document, and the Seller shall be implicitly authorized to sign the document on behalf of the Customer. Notwithstanding the foregoing, the Seller shall promptly share with the Customer all documentation relating to the FAT as soon as such documentation becomes available.

5. Maintenance and Support Services

5.1 Types of Maintenance and Support Services:
5.1.1 Preventive Maintenance Service: a periodic technical service aimed at maintaining the full functionality and efficiency of the devices being serviced. These services will be performed periodically at intervals predetermined by the technical requirements specified by the device manufacturer. If the manufacturer has provided checklists for maintenance activities, these will be provided upon completion of the technical services. The schedule for these services will be agreed upon in advance.
5.1.2 Help Desk Corrective Maintenance Service: technical service performed by specialized personnel appointed by the Seller via remote connections (e.g., Virtual Private Network – VPN), telephone, and/or email following a report by the Customer of a failure and/or a problem and/or a malfunction and/or any need for clarification regarding the proper use of the hardware and software of the supplied system. In such cases, the Customer must grant and maintain the best possible access to the Products for the Seller’s personnel, in accordance with the Seller’s instructions. If the Customer is unable to grant access under the terms specified by the Seller, the Seller reserves the right to send its own personnel to the Customer’s site, in which case the Customer shall bear the costs of the Seller’s personnel’s compensation, transportation, meals, and lodging.
5.1.3 On-Site Corrective Maintenance Service: a technical service performed on-site by specialized personnel appointed by the Seller to address a hardware and/or software issue that requires direct intervention at the Customer’s site.
5.1.4 Carry-in Technical Service: technical service performed at the Seller’s premises or at another location designated by the Seller to address an issue that cannot be directly resolved at the Customer’s site. In order to proceed with the service, the Customer shall deliver the devices or parts thereof to the Seller’s premises or to another location designated by the Seller.
5.1.5 Software update: This refers to an improved version of software that does not include major functional enhancements. Software updates may be released for the following reasons: to correct programming errors; to adapt to new operating systems and/or new versions of operating systems.
5.1.6 Software upgrade: This refers to a new version of the software that includes a substantial increase in functionality compared to the previous version, significantly expanding the design specifications.
5.2 Methods of Execution
5.2.1 Technicians appointed by the Seller to perform installation, maintenance, or repair work are classified as “exposed workers” pursuant to Annex III of Decree Law No. 230 of March 17, 1995, as amended, and the subsequent European Directives, which constitute the current EU legislation on radiation protection; the Seller complies with all legal obligations regarding these workers.
5.2.2 The company contacts for technical assistance requests are:
Tema Sinergie S.p.A.
Via Malpighi, 120 – 48018 Faenza (RA) Italy
Tel.: +39 0546 622663 – Fax: +39 0546 621640
For assistance with Nuclear Medicine and Isolation Systems: support@temasinergie.com
For support regarding Radiotherapy, Diagnostic Radiology, and Urology: support-rt@temasinergie.com
5.2.3 Service Hours: The reception of support calls and related interventions will be guaranteed from 8:00 AM to 5:30 PM on all business days (Monday through Friday), except on national holidays. Response Times: 8 (eight) business hours for the Help Desk, 3 (three) business days on-site (Europe, Americas), 5 (five) business days on-site (Asia-Pacific). Different agreements may be specifically entered into between the parties; in fact, the Seller is willing to evaluate different scheduling needs on a case-by-case basis. It is understood that any inability to meet these timeframes due to causes not attributable to the Seller shall not be considered a breach of its obligations.
5.2.4 Technical Service Report: At the conclusion of each service call, a technician appointed by the Seller shall issue a service report, prepared in duplicate, which shall indicate, for each device, any malfunctions found and the corrective actions taken or recommended to ensure and/or restore the device’s operation, as well as any materials used during the service call.
5.2.5 Waste Disposal/Recovery: for the purposes of complying with legal requirements and limited to the scope of the contract/order, the Customer and/or End User is identified as the producer/holder of the waste generated under the contract/order in question, including packaging. As the holder, the Customer and/or End User is obligated, at its own expense and responsibility: (1) to designate and equip, with suitable containers and appropriate signage at the construction site/plant/facility, a temporary waste storage area and to ensure the Seller has access to it during the installation/maintenance period of the commissioned equipment/systems; (2) to arrange, at their own expense, either directly or through authorized third parties, for the removal and transport of the waste to facilities authorized for disposal or recovery; (3) to ensure, where required, compliance with the obligations to maintain loading and unloading records, issue waste forms, and file waste registry declarations (MUD), in accordance with applicable regulations, as amended; (4) with specific regard to the disposal of filters, to provide the Seller with instructions on the proper packaging of waste generated by the activities covered by the contract for the purpose of storing such waste at the production site, as well as to classify the waste by assigning an EWC code and hazard characteristics, if necessary through chemical and physical analysis.

6. Exclusions – Maintenance and Support Services

6.1 Unless expressly agreed in writing—and therefore subject to a specific quote if the conditions for proceeding are met—the following services are excluded from the Maintenance and Support Services: (1) calibrations (e.g., electrical and/or radiological calibrations of detectors, dosimeters, calibrators, etc.); (2) charges and costs related to the removal, handling, or management (for any reason) of radioactive sources and materials in general; (3) hardware modifications from the initial validated design; (4) supply of any new optional software modules; (5) the supply of consumables (including, for example, filters, daily disposable kits, thermoplastic masks, gloves, etc.) and materials subject to wear and/or aging (including, for example, radioactive sources, batteries, rechargeable batteries, UPS units, cables, etc.); (6) replacement and/or repair of all types of tanks in waste disposal systems; (7) replacement of dose calibrators and detectors that cannot be repaired; (8) training sessions; (9) any work not specifically covered in the proposal.

7. Specific Responsibilities and Obligations of the Customer – Maintenance and Support Services

7.1 In order to receive proper maintenance and/or support services, the Customer and the End User agree, at their own expense, to: (1) ensure adequate safety conditions for the technicians assigned by the Seller during the provision of the Services and, in particular, ensure that the equipment and premises are perfectly clean and completely free of potentially hazardous materials and/or substances; (2) ensure the presence of at least one of their own operators during the work performed by the technicians appointed by the Seller; (3) draw up a prevention plan that identifies the risks and the preventive measures adopted and to be adopted in order to ensure the minimum safety and hygiene conditions required by law; this plan and the related requirements must be communicated to the Seller in a timely manner to allow for the scheduling of the work

8. Financial Terms

8.1 The Seller may, at its discretion, require letters of credit, partial or full advance payments, or other forms of security, including a first-demand bank guarantee, as set forth in Publication No. 758 of the International Chamber of Commerce.

9. Prices

9.1 Price lists, estimates, offers, and prices may be subject to change at any time at the Seller’s sole discretion, unless otherwise provided in the Terms of Supply set forth in the CO.
9.2 Prices are expressed in Euros (€) unless otherwise indicated and, unless otherwise specified in the Offer, are net of taxes, shipping or delivery charges, customs duties, and/or other taxes (e.g., sales taxes, usage taxes, ad valorem taxes, etc.).
9.3 Shipping costs, where the Seller is responsible for them, may be subject to revision up to 3 (three) days prior to shipment.

10. Shipping, Delivery, and Delays

10.1 The Products shall be delivered in accordance with FCA – Free Carrier (currently valid Incoterms) at the Seller’s premises, unless otherwise specified in the Terms of Delivery set forth in the Purchase Order.
10.2 The terms of the agreement shall take effect as of the date of the CO, or in any event as of the date the Seller has executed the sale or supply and, where applicable, upon the Customer’s fulfillment of the obligations and responsibilities incumbent upon it, such as the submission of documents, the making of any agreed-upon advance payments, or the proper preparation of the premises designated for installation as specified in the Seller’s Offer. The Seller shall make every reasonable effort to avoid delays in delivery. The Customer may not attribute liability to, nor
demand from the Seller
compensation for damages suffered due to any significant delays in the delivery of the Products caused by reasons not directly attributable to the Seller, bearing in mind that the shipping terms for the Products commence on the date the carrier takes charge of the shipment.
10.3 The Products shall be entrusted to the carrier provided by the Customer and shall be delivered by the carrier to the location specified by the Customer and indicated on the relevant shipping document. In any event, should the Seller incur additional costs or expenses due to the Customer’s failure to accept the shipment on time, the Customer shall bear all such additional costs, whether direct and/or indirect, incurred by the Seller.
10.4 Force majeure, unforeseeable circumstances, and all exceptional events that may impede the regular delivery of the Products—such as strikes, lockouts, or other labor disputes, power outages, measures taken by government authorities, as well as import and export restrictions, shall entitle the Seller to extend the delivery terms by an appropriate period or, if the performance of the Purchase Order is compromised or rendered impossible, to withdraw from the contract in whole or in part, without the Customer being entitled to any compensation.
10.5 The Seller reserves the right not to fulfill the Purchase Order if the Customer has become insolvent—including with respect to other deliveries—or if the Customer’s financial guarantees have diminished.
10.6 If shipment is delayed or postponed at the Customer’s request, the Customer must arrange and notify the Seller of the location to which the Products covered by the Purchase Order are to be shipped for storage, at the Customer’s own expense. Consequently, all risks (e.g., loss or damage to the Products) shall be borne by the Customer. If the Customer fails to promptly arrange for warehousing or storage, the Seller may arrange for such service at the Customer’s expense. Any additional costs, which will be itemized by the Seller, must be reimbursed by direct payment.
10.7 If the delivery of the Products requires a specific export license or authorization, the Seller shall not be liable for any delays in the granting of such license or authorization.
10.8 The shipping times specified in both the Offer and the CO are understood by the Parties to be approximate and shall not be considered essential. Compliance with such deadlines may be affected by the Seller’s receipt of all information necessary to fulfill its obligations in a timely manner, as well as by the Customer’s fulfillment of any obligations and activities.

11. Payments and Ownership

11.1 All payments must be made in European currency (Euro, €), unless otherwise specified.
11.2 Payments will be made in accordance with the “Terms of Delivery” agreed upon between the Seller and the Customer, as set forth in the CO.
11.3 In the event of nonpayment or late payment of any amount owed to the Seller for any reason, default interest shall accrue, as of the date of nonpayment, without the need for a formal notice or declaration of default by the Seller and without prejudice to compensation for any additional damages, default interest at a rate equal to that provided for by Legislative Decree 231/02 (ECB rate + 8%) and any subsequent amendments or additions.
11.4 The Seller shall have the right to refuse or suspend deliveries in the event of the Customer’s default or if, in its sole discretion, it becomes aware that the Customer’s financial or asset situation is precarious and/or has deteriorated following the CO, and also in the event that, according to the Seller’s discretionary and reasonable assessment, the Customer’s financial guarantees have decreased.
11.5 Unless otherwise specifically agreed, the Customer waives the right to set off any of its claims against the Seller.
11.6 In the event of failure by the Customer to pay by the applicable due dates, even for a single portion of the payment for the supplies, the Customer shall automatically forfeit the benefit of the payment term for amounts not yet due and must therefore make immediate full payment of its debt, including principal, interest, and expenses.
11.7 The Seller retains ownership of the Products until the date of shipment, and all risk and peril passes to the Customer upon delivery to the carrier, unless otherwise specified. For the avoidance of doubt, the provision of Services or the installation of the Products does not alter or modify the provisions regarding the transfer of the risk of loss and/or damage to the Products.
11.8 Any claims or disputes regarding the Products and/or Services by the Customer and/or third parties shall not entitle the Customer to any withholding, suspension, and/or delay in payment or in the Customer’s performance of its obligations under this

12. Cancellation

12.1 Cancellation or suspension of the Purchase Order by the Customer after the Confirmation of Order shall result in a penalty equal to 75% of the total value of the Order, without prejudice to any additional provable damages.
12.2 In the event of cancellation, the Customer must notify the Seller in writing via certified mail with return receipt or via Certified Email (PEC) or another equivalent means.
12.3 Cancellation of the Purchase Order will no longer be possible after shipment.

13. Equipment Design

13.1 The Seller reserves the right to make changes and improvements to the design and specifications of its standard Products without prior notice or any obligation to the Customer.

14. Warranty and Disclaimers

14.1 The Seller warrants that the Products are of the highest quality, conform to the specifications set forth in the Scope of Supply, and are free from defects in materials and workmanship under normal use and operating conditions for a period of twelve (12) months, unless otherwise specified, from the date of acceptance, or any other date specified in the Offer and the CO. In any case, the warranty shall commence no later than 180 days from delivery of the Supply.
14.2 The Seller warrants Products supplied by third parties to the extent that the warranty granted by such third parties is transferable to the Customer at no cost to the Supplier.
14.3 If, upon receipt of the Products, the Customer discovers any nonconformity, any claims regarding apparent or hidden defects in the Products must be submitted in writing by the Customer within 8 (eight) days of discovering the defects, specifying their nature.
14.4 During the warranty period, the Seller undertakes to repair any manufacturing defect or to replace any defective or unsuitable component at no cost, including both replacement parts and shipping costs. The Seller’s warranty does not apply—and therefore any service will be subject to a quote—in the case of defects resulting from: (1) damage and malfunctions caused by or arising from the insufficiency or inadequacy of the Customer’s systems (e.g., electrical, plumbing, pneumatic, HVAC systems, or alterations resulting from environmental, climatic, or other conditions); (2) damage and/or malfunctions resulting from repairs performed by unauthorized personnel or caused by carelessness, negligence, tampering, disassembly, inability to use, improper or incorrect use of the equipment, and/or use that deviates from or conflicts with the instructions provided by the Seller or its predecessor; (3) breakdowns and malfunctions resulting from incorrect installation of the product, when such installation is the responsibility of the End User; (4) repairs, restoration, or service rendered necessary by normal wear and tear of the product; (5) modifications to the product’s original condition (except those recommended by the manufacturer) and adaptations to standards other than those in effect as of the date of the initial acceptance test; (6) damage caused by accidents, fire, the defective and/or inadequate condition of the premises housing the systems, natural disasters, riots, explosions, acts of war, or any other event falling under the category of force majeure; (7) use of consumables and/or wear-and-tear parts other than those recommended by the manufacturer; (8) the absence at the Site of the installation requirements specified in the Scope of Supply; (9) Product specifications expressly requested by the Customer during the design phase; (10) subjecting the Product to conditions of neglect and negligence; (11) repairs or modifications to the Product performed without the Seller’s prior written authorization; (12) additional adjustments/calibrations (e.g., electrical and/or radiological) not specified in the Terms of Supply; (13) filters and consumables; (14) the Services referred to in sections 5.1.1 and 5.1.6 above, unless otherwise specified in the CO; (15) adjustments and settings to the Seller’s equipment rendered necessary as a result of any intervention by third parties that alters the testing already performed by the Seller;(16) the supply of equipment on a temporary loan basis for the time necessary to perform repairs, restoration, or service required for the reasons set forth in the preceding points. The Seller shall have no other liability, direct or indirect, of any kind, including liability for special, incidental, or consequential damages. If any models or samples have been shown to the Customer, such models or samples are to be considered merely illustrative of the general type and quality of the Products and do not imply that the Product must necessarily conform to the model or sample in every respect.
14.5 The warranty period is not extended, nor is the warranty itself renewed, as a result of repairs. It is understood that, in the event of replaced components, the warranty period shall recommence solely and exclusively with respect to the replaced component.
14.6 In the event of tampering, or if the Customer/End User has directly performed or had work performed on the Products by parties other than the Seller’s Technical Support (or, in any case, other specialized technical personnel specifically authorized by the Seller), the warranty will no longer be valid and will therefore lose all effectiveness. The warranty will also cease to be effective and will therefore be invalid if the purchaser has used non-original components, accessories, replacement parts, or consumable kits on the product.
14.7 In any case, the Seller shall not be liable for any loss of business opportunities, including lost profits, revenue, or expenses incurred by the Customer.
14.8 The Seller’s warranty becomes void when the Products are used for purposes not falling within the Scope of Supply. Furthermore, in such cases of unauthorized use, the Customer shall indemnify the Seller against any loss, damage, or consequence arising from such improper use.
14.9 The warranty shall not apply if the Product or Service has not been paid for in full by the Customer.

15. Limitation of Liability

15.1 The Seller’s liability to the Customer with respect to the Product and/or Service, or otherwise, arising from, related to, or resulting from the performance or non-performance of the contract, shall exist only in cases of willful misconduct or gross negligence.
15.2 In such cases, the total liability shall not exceed the price of the Product and/or Service that is the subject of the liability claim or the limits set forth in the insurance policy held by the Seller.
15.3 Under no circumstances shall the Seller be liable for losses, lost profits or revenue, and/or consequential damages.
15.4 It is understood that any liability of the Seller shall be conditional upon the Customer’s compliance with its payment obligations and shall, in any event, cease upon the expiration of the warranty period.

16. Express Termination Clause

16.1 The contract for the supply of Products and/or Services shall be automatically terminated in accordance with the procedures set forth in Article 1456 of the Civil Code, and the Seller shall be authorized to suspend the continued supply of the goods and services specified in the contract, without any right of recourse on the part of any party and without the Seller being liable for any compensation or other claims, should the Customer: (1) fails to pay within the agreed terms and timeframes, or suspends, in whole or in part, payment of any amount owed to the Seller in connection with the supplies made to the Customer; (2) fails to fulfill its obligations under these GTC, or fails to allow the Seller to fulfill its obligations once a period of 15 (fifteen) days has elapsed from the Seller’s notification of the complaint; (3) refuses to accept delivery of the goods supplied; (4) discloses to third parties news and information regarding its business relations with the Seller, unless specifically authorized by the Seller; (5) the Customer, or any of its subsidiaries or affiliates, is subject to any insolvency proceedings whatsoever, or if protests have been filed against them or if enforcement proceedings concerning movable property, real property, or third-party assets are pending; (6) the Customer’s financial guarantees, intended to secure the satisfaction of the Seller’s claims, have been diminished, as determined at the Seller’s reasonable and discretionary judgment; (7) the Customer has become untraceable; (8) the Buyer refuses, if requested, to provide the Seller with the ancillary guarantees provided for in Article 8.1 above.
16.2 Should any of these events occur, the Seller shall have the right to notify the Customer and to terminate the contract.
16.3 In the event of termination of the contract, the Customer, in addition to being required to pay the Seller the full amount owed, shall also be required to fully compensate the Seller for any damages suffered as a result of the Customer’s breach of contract.
16.4 The Seller’s right to demand performance remains unaffected.

17. Force Majeure

17.1 “Force Majeure” means events or incidents that are entirely beyond the Seller’s control, for which the Seller is not responsible, and which the Seller could not have foreseen or avoided, and which result in the failure to perform any obligation under the agreement. These include, in particular: a) war, whether declared or not, military operations, terrorism, mobilization, and embargoes; b) radiation or radioactive contamination from nuclear fuel or nuclear waste resulting from the combustion of nuclear fuel, or from toxic or radioactive explosives; c) rebellion, revolution, insurrection, military or civil coup d’état, or civil war; d) earthquakes, floods, fires, or other natural disasters (as declared by the competent authorities); e) hurricanes; f) strikes, provided they are general strikes and affect the entire country or specific sectors.
17.2 In the event of Force Majeure, the Seller shall not be liable to the Customer for any delay or failure to perform its obligations. The Seller must notify the Customer of the occurrence of such an event no later than 7 (seven) days from the date it begins. If a Force Majeure event continues for more than 3 (three) calendar months, the Seller shall have the right to terminate the contract without any further liability to the Customer.

18. Design, Patents, Trademarks, Copyrights, and Software

18.1 The Seller warrants that, at the time of the CO, it had no knowledge of any infringements of Intellectual Property rights claimed by third parties and relating to the design, patents, trademarks, copyrights, or software of the Products.
18.2 If the Seller receives written notice of any claim alleging a violation of the provisions set forth in this paragraph, the Seller shall be responsible for resolving such disputes at its own expense, either out of court or through legal proceedings, provided that the Customer cooperates with the Seller.
18.3 The provisions set forth above shall not apply if the Product that is the subject of the claim, or a part thereof, was supplied using components specifically indicated by the Customer or manufactured in accordance with technical specifications provided by the Customer. With respect to such Products, the Seller shall have no liability for infringement of designs, patents, trademarks, copyrights, or software. The Customer shall indemnify the Seller and hold it harmless from any claims, liabilities, damages, or expenses, including any legal fees, arising from the disputes in question.
18.4 The Customer shall not disassemble or reverse engineer the Products or the embedded software delivered with the Products.
18.5 The Seller exercises its exclusive rights with respect to the Products and its intellectual property portfolio, including copyrights, trademarks, patents, trade secrets, and manufacturing know-how, as well as any modifications introduced pursuant to the Customer’s OA.
18.6 The intellectual property (IP) of the Product, spare parts, and consumables is the sole property of the Seller. The Customer is granted a non-exclusive, royalty-free, perpetual, irrevocable right to use and exploit the Product, without any temporal or spatial restrictions and which cannot be unilaterally revoked. It is understood that the Seller may share and market the Product’s design to any third party other than the Customer and may also share and market the specifications of the Customer’s equipment with third parties, always ensuring that Confidential Information or the fact that the project has already been developed for the Customer is never disclosed. The Customer must request the Seller’s written approval to share with third parties any information relating to the project, the documentation, and the license. In such cases, the Customer must enter into a nondisclosure agreement between the Customer and the third party.
18.7 Unless otherwise expressly provided, title and ownership of the software contained in the Product, if any, shall never pass to the Customer, and the Seller shall remain the exclusive owner of all intellectual property rights. The Customer shall, however, be entitled to a non-exclusive, worldwide, royalty-free license (without the right to sublicense) to the software for the limited purpose of using the Products.

19. Disclosure of Information

19.1 Any confidential information, including, without limitation, documents, contracts, data, drawings, materials, products, technology, software, corporate know-how, technical specifications, manuals, business plans, analyses, estimates, financial information, marketing plans, customer and/or employee lists, trade secrets, forecasts and analyses, and any other information—even if not specifically designated as “confidential”— provided or otherwise made available by the Seller that a reasonable person would consider confidential—whether in connection with the Offer and/or as part of the Products or Services (in the case of an OA)—by the Seller to the Customer in connection with the Seller’s performance—shall not be disclosed to third parties without the Seller’s prior written consent.
19.2 Any information, suggestion, or idea provided by the Customer to the Seller in connection with the Seller’s services shall not be considered confidential or provided in confidence, unless expressly specified in writing and signed for acceptance by the Seller.

20. No Trade with Russia and Belarus Clause

20.1 The Customer represents and warrants, and shall ensure that its end customers as well as any other party involved in the supply chain, including any resellers, represent and warrant, that they shall not:
1. sell, resell, export, re-export, or cause the export or use of the Products, directly or indirectly, to citizens, entities, or permanent residents of the (a) the Russian Federation and/or Belarus, who are subject to economic sanctions or embargoes imposed by the European Union, the United Nations, or the United States, or who are ineligible for any exports as listed in the prohibited parties lists, and are therefore subject to restrictions, sanctions, or exclusions, which lists are updated by the U.S. Government and the European Union;
2. re-export any Product to the Russian Federation, or for any use in the Russian Federation and/or Belarus, and, when, directly or indirectly, selling, supplying, transferring, or exporting such Products to a third country, with the exception of Partner Countries (as defined below), shall contractually prohibit the re-export to the Russian Federation and/or Belarus and the re-export for use in the Russian Federation and/or Belarus of any Product that constitutes a prohibited item or is a high-priority common item (as defined below);
3. With respect to Russia, they shall not transfer, license, sublicense, or in any way dispose of, sell, supply, transfer, or export, directly or indirectly, to the Russian Federation, or for use in the Russian Federation, (a) any intellectual property rights or trade secrets embodied in the Products, as well as (b) any proprietary confidential information and trade secrets related to any Product, where (a) and (b) refer to Products that are high-priority common items (Annex XL). This prohibition shall not apply to the performance of contracts concluded prior to June 25, 2024, until June 26, 2025, or until their expiration date, whichever comes first;
4. Pursuant to Article 12g of EU Regulation 833/14 with respect to Russia and Article 8g of EU Regulation 765/06 with respect to Belarus, in the event of the sale, supply, transfer, or export of products delivered by a supplier, it shall never re-export any goods covered by the Annex clearly specified in Article 12g to Russia and/or re-export any products delivered for use in Russia, and in Article 8g to Belarus and/or re-export any products delivered for use in Belarus.
20.2 The restrictions described above are effective as of March 20, 2024, with respect to Russia, and as of July 1, 2024, with respect to Belarus. Pursuant to Article 12g of EU Regulation 833/14 and Article 8g of EU Regulation 765/06, the articles are contained in the following annexes:
– XI – Reg. (EU) No. 833/14; XX – Reg. (EU) No. 833/14; XXXV – Reg. (EU) No. 833/14; XL – Reg. (EU) No. 833/14; XVI – Reg. (EU) 765/06; XVII – Reg. (EU) 765/06; XXVIII – Reg. (EU) 765/06; XXX – Reg. (EU) 765/06; I – Reg. (EU) 258/12.
– Partner countries as listed in Annex VIII of Reg. (EU) 833/14 with respect to Russia and/or in Annex Vba of Reg. (EU) 765/06 with respect to Belarus.
– Products covered by CN codes 845710, 845811, 845891, 845961, 846693, as listed in Annex XL with respect to Russia and in Annex XXX with respect to Belarus.
– The performance of contracts concluded before December 19, 2023, for components other than those referred to in paragraph “a” of Article 12g, until January 1, 2025, or until the expiration date, whichever comes first, with respect to Russia, and/or from July 1, 2024, until the expiration date with respect to Belarus.
– All obligations, restrictions, warranties, and/or representations listed in clauses I.1, I.2, I.3, and I.4 shall apply mutatis mutandis, directly or indirectly, with respect to any citizen, entity, national, or permanent resident of countries against which the European Union has imposed restrictive measures.
20.3 If the Customer breaches any of the representations and warranties or obligations set forth above pursuant to clauses I.1, I.2, I.3, I.4, and II, then, (a) the Customer shall be required to pay the Seller a penalty for each breach equal to the purchase price of the Contract (and/or the related purchase order) and up to a maximum total amount equal to twice the value of the purchase price, effective upon receipt of the relevant written notice from the Seller. Penalties shall be cumulative and not aggregated; (b) the Seller shall have the right to immediately terminate the Contract (and/or the related purchase order) by written notice, in accordance with the procedures set forth in the agreement between the Seller and the Customer, without any liability to the Customer, in which case the Seller shall have no obligations under the Contract (such as a warranty) and/or to refund any advance payments that may have been received under this Contract; (c) The Customer shall indemnify and hold harmless the Seller (and its shareholders, officers, directors, and employees) from and against any claims, losses, liabilities, fines, or penalties that may be imposed on the Seller as a result of the Customer’s breach of its obligations under this Section.
20.4 The Customer agrees to use its best efforts to ensure that the purpose of Clauses I. and II. above is not frustrated by third parties further down the supply chain, including any resellers.
20.5 The Customer shall establish and maintain an adequate monitoring mechanism to identify any conduct by third parties further down the supply chain, including any resellers, that could frustrate the purpose of the aforementioned representation and warranty or the obligations set forth in clauses I.1, I.2, I.3, I.4, and II, respectively.
20.6 The Customer must immediately notify the Seller of any issues regarding the application of the representations, warranties, and/or obligations set forth in clauses I.1, I.2, I.3, I.4, and/or II, including, without limitation, any relevant actions by third parties that could frustrate the purpose of such clauses. The Customer shall provide the Seller with information regarding compliance with the obligations set forth in clauses I.1, I.2, I.3, I.4, and/or II within two weeks—unless otherwise requested by the Seller—upon simple request for such information; failure to respond in a timely manner shall be deemed a material breach of this Agreement.

21. Severability Clause

21.1 The invalidity of any provision of the “General Terms and Conditions of Sale,” as well as of the CO, shall not affect the validity of any other provision contained therein.
22. No Waiver
22.1 Should the Seller fail to exercise any right accrued under the contractual relationship, such failure shall not constitute a waiver, whether express or implied, and the Seller shall not be precluded from exercising any other right.

23. Notices

23.1 Any notice or request provided for in these “General Terms and Conditions of Sale” must be sent in writing and delivered by certified mail with return receipt to Tema Sinergie S.p.A., Via Malpighi 120, 48018 Faenza (RA), Italy, or via Certified Email (PEC temasinergie@pec.it) or another equivalent means.

24. Processing of Personal Data

24.1 Pursuant to and for the purposes of Legislative Decree No. 51/ and EU Regulation 2016/680 (GDPR, as amended), the Customer, on behalf of the company itself and its personnel involved in the performance of the contractual relationship (“Customer’s Personnel”), authorizes the Seller to use and process their personal data in its capacity as data controller, and acknowledges that failure to provide the personal data requested by the Seller for the performance of the contractual relationship may make it impossible to enter into or maintain such contractual relationship. The purpose of processing the personal data of the Customer’s Personnel is the performance, maintenance, development, and monitoring of the terms of the contractual relationship. The legal basis for the processing of personal data is the performance of the contractual relationship itself. The personal data of the Customer’s Personnel may be shared with other companies of the Seller or with third parties for administrative purposes, as well as to comply with legal obligations or for statistical, commercial, marketing, credit protection, and credit management purposes, or for any other purpose that may become necessary, through the consultation, processing, comparing, and disclosing such data, always within the scope of and limited to the purposes and provisions set forth in this contract. In the event that the personal data of the Customer’s Personnel is accessible from countries that do not provide an adequate level of protection, the Seller shall, if necessary, implement appropriate safeguards to ensure that such international transfers are carried out in accordance with applicable law. Further information on adequate safeguards is available upon request by contacting the Seller at privacy@temasinergie.com. Upon termination of the contractual relationship for any reason, the personal data of the Customer’s Personnel will be retained in accordance with any requirements arising from the contractual relationship itself, as well as for the period necessary to comply with legal obligations. The Customer’s Personnel may, where appropriate, exercise their rights of access, rectification, erasure, objection, restriction of processing, and data portability by sending a written notice to privacy@temasinergie.com and indicating in the subject line of the notice the business relationship for which the sharing of personal data was necessary. For these purposes, the Seller may request a copy of a valid ID card/passport or any other valid document proving the individual’s identity. In addition, the Customer’s staff may file a complaint with the Italian Data Protection Authority (https://www.garanteprivacy.it/web/garante-privacy-en/home_en) or to any other data protection authority and may contact the Seller at privacy@temasinergie.com.
24.2 The Customer agrees to inform its employees whose personal data may be transferred to the Seller for the performance of the contractual relationship, in accordance with the terms of applicable data protection laws and in compliance with the terms of this Clause 23.
24.3 The Customer authorizes the Seller to disclose its personal data to the Seller’s subsidiaries and affiliates for statistical, commercial, marketing, credit protection, and credit management and assignment purposes, through the consultation, processing, comparison, interconnection, and communication of such data, and limited to the purposes and provisions set forth in these GTC.
24.4 During the course of its relationship with its customers, the Seller may process personal data concerning the Customer, its employees, agents, or suppliers, in order to facilitate the fulfillment of Purchase Orders or to carry out other activities with the Customer (satisfaction surveys, market research, etc.), and to ensure that the Customer is informed by the.

25. Governing Law – Jurisdiction

25.1 These GTC shall be interpreted in accordance with Italian law.
25.2 The Seller and the Customer agree that any dispute that may arise, whether arising from the supply relationships governed by these GCS or otherwise related thereto, and which cannot be settled amicably, shall be subject to the jurisdiction and exclusive competence of the Court of Ravenna, or, if the Customer is a legal entity governed by public law, to an Administrative Court with jurisdiction over the place where the Contract is to be performed, with the express and mutual exclusion of any other potentially concurrent or alternative forum.

26. Miscellaneous

26.1 The Customer hereby agrees to any assignment of the Seller’s receivable.
26.2 The Customer shall have the right to assign this agreement and any liability arising therefrom to any entity that, directly or indirectly, controls, is controlled by, or is under common control with the Seller. In such a case, the Customer shall have no joint and several liability as a guarantor.
26.3 Any amendments to these GTC shall be deemed valid only if approved in writing by the Seller.

General Terms and Conditions of Sale of Tema Sinergie S.p.A. (“Seller”)