Beghelli - General Purchase Conditions for codified items
1. Definitions
1.1 In these General Purchase Conditions for Codified Items the terms hereunder mean:
a) “Beghelli”: the company Beghelli S.p.A. sole shareholder company;
b) “Supplier”: the company appointed by BEGHELLI for the supply of products (so called codified material);
c) “Party” or “Parties”: BEGHELLI and the Supplier individually or jointly considered;
d) “Order” or “Orders”: the purchase order issued by BEGHELLI to the Supplier
e) “Call Off”: request of partial delivery of the products;
f) “Products”: the products requested by BEGHELLI from the Supplier on the basis of Orders;
g) “Equipment”: the equipment provided on loan by BEGHELLI to the Supplier for the manufacturing of the Products;
h) “Storage period”: period of time (i.e. quarter, half-year, year, etc.) during which the Supplier ensures the availability and the delivery of the Products in favour of BEGHELLI on the basis of the production program mentioned on the Order.
i) “General Conditions”: the general purchase conditions hereunder.
2. Validity of the General Conditions
2.1 The General Conditions regulates the framework supply agreement between BEGHELLI and the Supplier; for this reason the General Conditions are an integral part of each Order and shall be applied to each supply of Products,
with no prejudice to the terms and conditions agreed in the Order.
2.2 The General Conditions shall be valid for an indefinite period of time starting from the date of their signature and cancel and replace any possible previous general conditions signed by the Supplier with BEGHELLI.
2.3 In any case the General Conditions shall be considered known by the Supplier upon the signature and/or the execution of the Order by the Supplier.
2.4 The Supplier shall not be entitled to claim or object conditions different from the General Conditions or from the conditions indicated in the Order.
Consequently, any conditions specified in writing in the Supplier’s offer or stated in the Supplier’s brochures, catalogues, publications, drawings or invoices shall be not valid, as well as after the acceptation or knowledge of the General Conditions, or after the issue of the Order.
2.5 In any case BEGHELLI and the Supplier shall have the right to regulate the supply conditions in a dedicated written contract, instead of the General Conditions.
3. Order acceptance
3.1 The Order, that can be sent by BEGHELLI also by e-mail or by means of the tools under Art. 27, shall be considered as accepted by the Supplier by means of confirmation sent by transmission to BEGHELLI, even by e-mail or by means of the tools under Art. 27, of the copy of the Order signed by the legal representative or another subject in possession of the powers to sign or by delivery of the confirmation on the Supplier form.
3.2 The Order shall also be considered as accepted when the Supplier executes it or, in any case, if within 5 days from its sending the Supplier does not communicate his intention not to execute the Order in writing.
3.3 If the Supplier acceptance contains new conditions or conditions different from the ones mentioned in the BEGHELLI Order, it shall be as a new proposal that does not bind BEGHELLI, exception made in case of express acceptance by BEGHELLI.
4. Continuity of the supplies
4.1 In order to ensure the continuity of the supplies and to prevent a sudden interruption of the same from causing serious prejudice to BEGHELLI, the Supplier agrees to communicate in writing to BEGHELLI its intention not to no longer execute the Orders, with a reasonable notice and, in any case, with a minimum notice period of 12 months or within the different timing agreed in writing between the Parties.
4.2 Within the same notice mentioned above the Supplier agrees to communicate to BEGHELLI any possible aesthetic, functional, performance and technical modifications of the Products that could make them unsuitable for BEGHELLI’ use.
4.3 In the event of failure to comply with the notice mentioned in articles 4.1 and 4.2 the Supplier shall pay BEGHELLI a penalty equal to three times the monthly average turnover achieved by the Supplier with BEGHELLI in the 24 months preceding the last delivery of the Products, without prejudice to BEGHELLI right to claim additional damages.
5. Prices and payments
5.1 The prices mentioned in the Order are fixed and unchangeable and in any case are not subject to any modification, unless otherwise agreed in the Order. Any price increase shall be valid and binding only if previously accepted by BEGHELLI in writing.
5.2 The payments shall be made in compliance with the terms and conditions indicated in the Order.
5.3 It is hereby understood that, in the event of the Supplier’s breach during the performance of one of the Orders, BEGHELLI has the right to suspend the payments.
5.4 If the Supplier is liable for payment of penalties to BEGHELLI in compliance with the General Conditions, the relative amounts shall be regularly invoiced by BEGHELLI to the Supplier and deducted from the payment due, if existing. Otherwise, the difference shall be paid by the Supplier upon BEGHELLI’ request.
5.5 BEGHELLI shall have the right to suspend the payments due in case of defective or missing Products until the defective Products are replaced or repaired and/or the missing Products missing are reinstated.
6. Property of goods, deliveries and penalties
6.1 The transfer of property occurs at the moment of the delivery of the Products from the Supplier to BEGHELLI, according to the Incoterms® 2020 agreed by the Parties.
6.2 The Order can provide that the delivery of the Products is carried out: (i) at a fixed date or (ii) on the basis of periodical production programs, so that BEGHELLI, during the Storage period mentioned in the Order, is entitled to ask for partial deliveries of Products by means Call Off.
6.3 In particular, the execution of the Orders on the basis of periodical production programs, shall occur according to the following procedure:
a) the Order shall be issued by BEGHELLI at least 30 days before the beginning of the Storage period;
b) during each Storage period, and until the next deadline indicated in the Order, BEGHELLI can ask the Supplier to proceed with partial deliveries of Products by single Call Off issued on the basis of BEGHELLI’s needs and in compliance with the minimum quantities mentioned in the Order;
c) in order to face a possible Product demand increase by the market, the Supplier agrees to always keep a minimum quantity of Products (safety stock) available for BEGHELLI during the entire Storage period according to the provisions set forth in the Order;
d) the Supplier shall manage the safety stock following the FIFO procedure (first in first out) and, in the event of reduction or termination of the stock, shall reinstate the minimum quantity within a maximum of two weeks; moreover, the Supplier hereby authorizes BEGHELLI to make any verifications, subject to prior notice, at its own warehouse to check for the presence of the safety stock;
e) in order to allow the Supplier to best manage its own production, BEGHELLI, upon request from the Supplier, can send its Products purchase forecasts by Call Off during the Storage period. It is hereby understood that such purchase forecasts are merely indicative and they are not binding for BEGHELLI.
6.4 The Products delivery shall be made exactly at the place of destination, as per the terms and conditions mentioned in the Order or in the single Call Off.
6.5 The delivery terms specified in the Order or in the Call Off are mandatory and essential.
6.6 In the event of non-delivery of the Products by the established deadlines, BEGHELLI may ask the Supplier for payment of liquidated damages equal to 3% of the value of the entire Order (relating to the goods delivered late) for
each working week of delay, up to a maximum of 30% of the value, without prejudice to BEGHELLI’s right to claim additional damages. If the delay exceeds three weeks, BEGHELLI has the right to cancel the Order in whole or part.
6.7 The application of the liquidated damages and the cancellation of the Order shall not limit BEGHELLI’s right to claim additional damages.
7. Transportation documents and invoices
7.1 The supplied Products shall be always accompanied by transportation documents, prepared in compliance with statutory laws, containing the date and the number of the Order; if this information is not present BEGHELLI is entitled to reject the deliveries.
7.2 The invoices shall be sent to BEGHELLI’s headquarters within the deadlines provided by the law. The invoices with no reference Order number and date and without the information concerning the transportation document shall not be accepted.
8. Logistics and packaging
8.1 The Products shall be delivered by the Supplier in compliance with BEGHELLI Logistics Protocol. For each non-conformity to the Logistics Protocol, BEGHELLI is entitled to liquidated damages for the amount of 50.00 euro.
8.2 The packaging of the Products is considered “disposable”, unless otherwise agreed in writing.
8.3 In any case the packaging shall be suitable for the Products and the means of transportation used; any damages to the supplied Products shall be charged to the Supplier regardless of the delivery conditions.
8.4 BEGHELLI is entitled to not withdraw the Products, if the relevant unloading cannot be done safely, due to the dangerousness of the transport or to its positioning on the means of transport used the Supplier or by the carrier appointed by the Supplier itself.
9. Products in excess
9.1 BEGHELLI shall not be obliged to purchase, store or return, nor be held liable for any possible Products in excess, compared to the quantities mentioned in the Order, even if such Products in excess have been already stored in the BEGHELLI warehouse.
9.2 Therefore, BEGHELLI shall have the right to return to the Supplier the aforesaid Products in excess. The Supplier shall be responsible for the risks and the expenses relating to the Products in excess.
10. Examination of the Products
10.1 The Supplier shall verified that the Products to be delivered to BEGHELLI has no faults and/or defects and that the Products comply with the technical specifications eventually agreed by the Parties.
10.2 The Products supplied by the Supplier may be sold by BEGHELLI or used for the manufacture of finished products (in case of raw materials, semi-finished products or components) without any obligation for BEGHELLI to verify the absence of faults and/or defects and the compliance with the technical specifications. Therefore the delivery of the Products cannot be considered as an acceptance of the Products by BEGHELLI.
10.3 In any case, BEGHELLI is entitled to verify at any time conditions, state, quantity and quality of the Products.
11. Guarantee for faults and/or defects
11.1 The Supplier guarantees that the Products supplied to BEGHELLI are free from faults and/or defects and that the Products comply with the technical specifications eventually agreed by the Parties.
11.2 BEGHELLI, derogating from the provisions under Italian Civil Code, is entitled to claim faults and/or defects within 15 days from the relevant detection and in any case within 5 years from the delivery of the Products involved.
11.3 In case of Products with faults and/or defects or non-conforming Products, BEGHELLI is entitled to ask for their replacement or the total or partial cancellation of the Order, by returning the Products to the Supplier (that shall bear the relevant costs and risks), or to keep the Products delivered, in any case with no prejudice to the right to claim additional damages. In event of replacement, it shall take place as soon as possible and, not later than the deadline indicated by BEGHELLI.
11.4 In event of damages caused by Products faults and/or defects, the Supplier shall be responsible for direct or indirect damages suffered by BEGHELLI, by the BEGHELLI’s customers and by the final users, such as for all costs borne by BEGHELLI as a consequence of such Products. Moreover, the Supplier agrees to hold BEGHELLI harmless for damages caused by the Products and, in the event of in court or out of court litigation, the Supplier shall take part to obtain the BEGHELLI’s exclusion from the proceedings.
11.5 With no prejudice to the provisions under the preceding clause, the Supplier shall conclude and keep, during all the supply, an appropriate insurance to cover the damages that could be caused by faults and/or defects of its Products.
12. Force majeure
12.1 Should the supply be unable to be performed due to a force majeure event, the delivery dates shall be extended for a period equivalent to the duration of the force majeure event. However, the Supplier shall inform BEGHELLI without delay about the beginning and the termination of the force majeure event and take all the necessary initiatives to overcome such difficulties and limit any possible damage for BEGHELLI.
12.2 If the force majeure causes a considerable delay of delivery, BEGHELLI shall have the right to totally or partly revoke/cancel the Order, by sending written notice to the Supplier.
13. Subcontract, assignment of orders and receivables
13.1 Each subcontract, transfer or assignment of the Orders to third parties, including associations of companies, shall be previously authorized in writing BEGHELLI. It is hereby understood that the Supplier is liable for any actions or
behaviours of such third parties and/or their employees.
13.2 In the event of transfer or assignment of the Order to third parties, the assignee or the transferee is bound to respect these General Conditions.
13.3 Unless otherwise agreed in writing, the Supplier shall not assign, including under a factoring agreement, any credit due or coming due from BEGHELLI.
14. Origin of the Products and dangerous materials
14.1 The Supplier agrees to transmit to BEGHELLI, yearly or upon BEGHELLI request, a certificate containing the Products declaration of origin in compliance with the EU or national regulations in force, and to communicate immediately any possible variation.
14.2 The Supplier shall indicate to BEGHELLI in writing any information related to the possible dangerousness of the ordered Products, in order to avoid any accidents, injury or property damage.
14.3 In the event of breach, the Supplier shall be solely liable for injury or property damage.
15. Products conformity
15.1 The Supplier agrees to comply with all prescriptions related to substances regulated and/or banned in the European Union and, in particular, those mentioned in the Regulation 2006/1907/EC (“Reach Regulation”), as amended by the later modifications and integrations. In particular, the Supplier agrees to:
a) systematically comply with laws and regulations banning or limiting the use of products or substances, in force in the European Union when the Orders are issued and the delivery of the Products is made;
b) to inform BEGHELLI of the possible presence of the substances mentioned in the candidate list in the Products delivered, within 45 days from the publication of any updating of the candidate list of the Reach Regulation.
15.2 The Supplier, including in the case of production or selling of Products outside the European Union, guarantees that all the Products supplied to BEGHELLI are in conformity with the following European legislation (“UE Legislation”), as amended by subsequent modifications and integrations, if applicable:
- Directive 2011/65/UE (“RoHS Directive II”), even if the Products are not within the scope of this directive;
- Directive 2006/95/EU (“Low Voltage Directive”);
- Directive 20014/30/EU (“Electromagnetic Compatibility Directive”);
- Directive 2014/34/EU (“ATEX Directive”);
- Directive 2015/53/EU (“RED Directive”);
- Directive 2009/125/CE (“ErP Directive”) and following regulations containing the relevant implementation measures;
- Directive 2010/30/CE (“Energy Labelling Directive”);
- Regulation (UE) 305/2011 ( “Construction products Regulation”);
- Directive 2012/19/EU (“WEEE Directive”);
- Directive 2006/66/EU (“Battery directive”).
15.3 The Supplier also agrees to remain informed and updated about any future developments, amendments and integrations to the Reach Regulation and to the UE Legislation and assures that the Products, at the delivery date, shall always be in conformity with such regulations. Therefore, the Supplier agrees to deliver to BEGHELLI only Products that are in conformity with the such requirements.
15.4 In the event of Products not in conformity with the Reach Regulation and the UE Legislation or if their conformity is no longer guaranteed following modifications to the Products, or following amendments to the contents to the mentioned regulations, the Supplier agrees to inform BEGHELLI, promptly and in advance, specifying the reasons of the non-conformity.
15.5 Upon a simple request of Beghelli, the Supplier also agrees to make available all the documentation certifying the conformity of the Products to the Reach Regulation and UE Legislation, including the conformity declarations, test reports, technical documents and any other necessary document.
15.6 If BEGHELLI finds that the Products or a part of them are not in conformity with the Reach Regulation and UE Legislation, it may ask for their replacement at the same contractual conditions as the Order, or the total/partial cancellation of the same, returning the goods with all risks and expenses at the Supplier’s responsibility without prejudice to the right to claim additional damages. In the event of replacement of the Products, this shall be done as soon as possible and not later than the delivery date established by Beghelli, or the Order shall be cancelled.
15.7 The Products that do not fall within the scope of the provisions mentioned above shall comply with the Directive 2001/95 / EC ("General Security Products"), if applicable. In addition, each Product must always be designed, manufactured and tested in accordance with the relevant harmonized standards EN or, if not
existing, in order of priority to the relevant international standards (IEC or ISO) or the standards issued by national technical committees. If there are no applicable standards, the Products shall comply to the specifications that will be agreed by the Parties.
15.8 The compliance of the Products with EC Directives is demonstrated by the marking “CE” and by the presence of the other marks and symbols required for the Product, its packaging and/or its handbook.
16. Supplier staff and occupational safety
16.1 The Supplier guarantees that the Orders are executed by his own employees regularly recruited in compliance with the applicable law, without any kind of illegal human resource exploitation and by the organization of all the necessary instruments, with the aim to grant the best performance of the Orders in compliance with the regulations in force. At this purpose, the Supplier shall transmit, upon BEGHELLI request, any documentation that can prove the observance of the provision above.
16.2 The Supplier guarantees that the Products are made in workplaces and by machinery and equipment that comply with the applicable safety, hygiene and health requirements. In particular, the Supplier guarantees the compliance with health and safety applicable regulations wherever the Order is executed.
16.3 For this reason, the Supplier shall perform all necessary and opportune actions so that his employees scrupulously complies with the applicable safety regulations, also with regard to the equipment and materials of BEGHELLI property which are used by the Supplier,
16.4 Should the presence of BEGHELLI employees be necessary at the Supplier factory, the Supplier, according to the applicable health and safety regulations, shall provide BEGHELLI employees with all necessary information related to the specific risks that could be present in its work environment and shall adopt all emergency and prevention measures, also by giving the employees all the necessary instruments and equipment for their protection and safety. Moreover, the Supplier agrees to use its best endeavours to avoid possible interferential risks in the work environment. The Supplier shall assure the presence of a contact person during the presence of BEGHELLI employees at its workplaces.
17. Equipment
17.1 If necessary and agreed, BEGHELLI shall provide on loan to the Supplier, according to the provisions of Art. 72 of the Italian Legislative Decree n. 81/2008, the Equipment that shall be detailed in a separate document to be signed by both Parties and, if necessary, periodically updated.
17.2 For this purpose, the Supplier agrees to check that the Equipment provided by BEGHELLI is in good condition, service and efficient in terms of safety, as well as suitable for its intended use.
17.3 The Supplier shall keep and use the Equipment with the maximum care and diligence, and is entitled to use it for its intended use and to keep it in efficiency. The Supplier shall transmit to BEGHELLI a list with the names of its employees in charge to use the Equipment. The employees shall be adequately trained by the Supplier regarding the use of the Equipment and work in compliance with the regulations in force.
17.4 The Equipment shall be returned in the same conditions in which it was delivered by BEGHELLI, with the exception of normal wear and tear due to use. BEGHELLI is entitled to verify the presence and the conditions of the Equipment at any time, at Supplier’s premises.
17.5 the Supplier agrees to hold BEGHELLI harmless for damages that Supplier and third parties may suffer as a consequence of use of the Equipment. Therefore, in these cases the Supplier shall be held solely liable.
17.6 Any routine and extraordinary maintenance of the Equipment shall be subject to specific written agreement between the Parties.
17.7 The Equipment is and shall remain BEGHELLI’s property and, in any case, the Supplier is not authorized to use it for the manufacturing of products for third parties, for its own purposes or in quantities higher than that ordered by BEGHELLI. The Supplier cannot reproduce the Equipment nor to reverse engineer it.
17.8 Upon the termination of the supply agreement or upon BEGHELLI’s request, the Equipment shall be promptly returned to BEGHELLI, properly working and without damage, exception made for the normal wear and tear due to use.
17.9 The Supplier may provide the Equipment on loan to third parties only upon BEGHELLI’s previous written authorization. In any case, the Supplier shall be liable to BEGHELLI for the non-fulfilment of the aforesaid obligations by the third parties.
18. Right of Audit
18.1 BEGHELLI shall have the right, at any time and on 5 days' notice, to conduct audits to ascertain Supplier's compliance with its obligations under the contractual relationship in place with BEGHELLI. Supplier agrees to allow BEGHELLI inspections at its facilities and access to its accounting records and supporting documentation, as well as to any documents relating to Supplier's activities under the contractual relationship in place with BEGHELLI.
18.2 The Supplier also undertakes to allow audits and inspections by third parties (by way of example, certification authorities and/or BEGHELLI customers) that may be necessary for the execution of the contractual relationship in place with BEGHELLI.
18.3 In the event of subcontracting, assignment or transfer of Orders by the Supplier to third parties authorized by BEGHELLI pursuant to Article 13.1 of these General Conditions, the Supplier undertakes - also pursuant to and for the purposes of Article 1381 of the Italian Civil Code - to ensure that such third parties allow the regular execution of the provisions of this article.
19. Industrial and intellectual property of BEGHELLI
19.1 The Supplier agrees not to reveal and to treat as confidential all the technical information, designs, drawings, models, prototypes, formulas and market knowledge received from BEGHELLI or that he has learnt of during the execution of the Orders.
19.2 BEGHELLI shall retain the industrial property of designs and drawings and, in general, of all the technical information and knowledge transmitted to the Supplier or that it has learnt of during the execution of or for the purposes of the Orders and which the Supplier shall use exclusively for the manufacturing and the supply of Products. Upon BEGHELLI’s request, the Supplier agrees to immediately stop the use and to return all the documentation received to BEGHELLI.
19.3 The know-how supplied by BEGHELLI shall not in any case be construed as granting of any intellectual or industrial property rights or other, in favour of the Supplier.
19.4 If, in relation with the production carried out for BEGHELLI, the Supplier creates an invention, all the necessary or useful documentation shall be placed at BEGHELLI’s disposal for manufacturing the invented products. In connection with such inventions and related industrial rights, the license for the production, the sale and the use shall be automatically granted to BEGHELLI.
19.5 If requested by BEGHELLI, the Supplier agrees to put the BEGHELLI brand on the Products ordered, with the understanding this shall not grant the Supplier the right to use the BEGHELLI brand.
20. Supplier's industrial and intellectual property warranty
20.1 If the Products are not manufactured on the basis of technical information, designs, drawings or models of BEGHELLI, the Supplier guarantees to BEGHELLI that he is the title owner of all and any intellectual and/or industrial property rights relating to the products of its catalogue and, if not, that it is given all rights from their respective owners allowing him to perform the Order. The Supplier warrants to BEGHELLI that the Products do not conflict with or infringe any intellectual and/or industrial property rights of any third party in the world.
20.2 The Supplier shall indemnify and hold harmless BEGHELLI from and against any and all suits, proceedings at law or in equity, any and all liability, loss, costs, damages or expenses, including associated attorney's fees and other legal costs that BEGHELLI would incur or suffer in result from any claim or allegation by any third party that the Products infringe any right, title or interest, including patent, copyright or other proprietary rights of any third party. BEGHELLI shall promptly notify the Supplier of any such action or allegation it would be aware of and the Supplier shall take part to them, with the aim to obtain BEGHELLI's exclusion from the proceedings.
20.3 Should a court, an arbitration award or an amicable settlement finally establish that there has been a patent, intellectual and/or industrial proprietary rights and/or license rights infringement or should the Supplier consider that the Products could be subject of a claim or suit for infringement, then the Supplier shall, at its expenses and at BEGHELLI's choice, (i) obtain the right, for BEGHELLI to continue the commercialisation and the use of the Products throughout the world; (ii) substitute equivalent products for the infringing Products; (iii) modify infringing Products so that the infringement no longer occurs; or (iv) take back the infringing Products and reimburse BEGHELLI of the corresponding expenses, including Products prices, shipping, returning, installation and dismantle costs, notwithstanding any other rights of BEGHELLI.
21. Privacy
21.1 BEGHELLI and the Supplier agree to process any personal data that may come to their knowledge during the performance of the activities mentioned herein in compliance with the provisions of Regulation (EU) 2016/679 (GDPR).
21.2 To this end, the Supplier hereby declares that he has read information available on this link www.beghelli.it
22. Code of ethics and organization, management and control model
22.1 The contractual relationships between the Parties are based on the principles of legality, transparency, correctness, fairness and integrity, in accordance with the contents of the Code of Conduct and the Organization, Management and Control Framework possibly adopted, available on the website www.beghelli.it Any notifications about the violation of the aforesaid framework may be sent using the “Reporting Procedure” and by filling in the appropriate form, both available on the website www.beghelli.it
22.2 If, during the performance of the Orders, the Supplier adopts a behaviour which does not comply with the aforesaid principles, BEGHELLI shall be entitled to take opportune measures, including to the termination of the agreement and request compensation for damages.
23. Sustainability
23.1 BEGHELLI has implemented a Sustainability Policy, aimed at developing and promoting the application of the principles of sustainability, integrity and a culture of excellence, available on the website www.beghelli.it The Contractor declares to be familiar with the contents of the aforementioned BEGHELLI Sustainability Policy and agrees with its principles. The Contractor also undertakes to make every reasonable effort to promote the knowledge and application of these principles also by its own stakeholders.
24. Confidentiality Obligation
24.1 Any and all technical, manufacturing, business, financial, operational, administrative, marketing or economic information, data, documents, designs, patents, materials, product samples and know-how, whether orally or in writing or in pictorial form or on magnetic diskette or in whatsoever other form, in connection with the co-operation between the Parties, the Supplier should come to know during the supply relationship and which cannot be objectively considered as public, shall be considered as strictly confidential (“Confidential Information”).
24.2 With reference to the aforesaid Confidential Information the Supplier agrees to:
a) not give, disseminate or communicate to third parties, directly or indirectly, in all or in part, in any form and for any reason, the Confidential Information without previous written permission from BEGHELLI;
b) not use in any way, in all or in part, the Confidential Information for purposes different from the supply agreement;
c) not copy, duplicate, reproduce or register in any form and by any means the Confidential Information, in a way different from that strictly necessary for the execution of the Orders;
d) directly guarantee compliance with such agreements also by its own employees and collaborators;
e) process and keep all the Confidential Information with the maximum care and attention, avoiding any behaviour that could thwart the confidential obligation;
f) return any possible confidential information received to BEGHELLI at the end of the supply agreement.
24.3 The Supplier agrees to comply with the aforesaid obligations for an indefinite period of time, even after the end of any relations with BEGHELLI.
25. Ban on advertising
25.1 The Supplier shall not disseminate any type of advertising referring to services performed for BEGHELLI.
25.2 By means of exemption to such ban and at its sole discretion, BEGHELLI may grant the Supplier authorisations on a time to time basis for special forms of advertising to be performed as per BEGHELLI’s instructions.
26. Termination clause
26.1 In the event of the Supplier’s breach, inexact or partial performance of articles 4, 6, 11, 12, 13, 14, 15, 16, 17, 18, 19, 21, 23 e 24 BEGHELLI, pursuant to
article 1456 of the Italian Civil Code, shall have the right to cancel the Orders and declare the termination of the supply agreement by simple written notice sent to the Supplier, without prejudice to the right to claim additional damages.
26.2 With the same procedures as the point above, BEGHELLI may cancel the Orders and declare the termination of the supply agreement in the event of death, detention, bankruptcy, proceedings to settle with creditors or insolvency of the Supplier, as well as if the Supplier is unable to meet its obligations or undergoes changes in its shareholding structure which result in factors which are detrimental to the continuation of the supply agreement.
27. Communications between the Parties
27.1 The Parties acknowledge and agree that the exchange of information related to the supply (e.g. transmission and acceptance of orders, definition of terms of delivery, etc.) may be implemented, in whole or in part, through tools of "supply chain collaboration" used by BEGHELLI (such as active email, web portals or any other tools that will be used by BEGHELLI in the future).
27.2 The data and information communicated by one Party to the Party through these tools have contractual validity and, therefore, will be effective and binding between the Parties.
28. Applicable law and court of law
28.1 The Orders, even if granted to foreign suppliers and for materials supplied from abroad, are subject to Italian law.
28.2 Application of the Vienna Convention on contracts for the international sale of goods of 11 April 1980 remains expressly excluded, as well as other statutory Conventions concerning international sales and governing conflicts between laws.
28.3 Any dispute arising between the parties shall be submitted to the Italian court and solely to the Court of Bologna, without prejudice to BEGHELLI’s right to act at the Supplier’s address.