4 T. +39 051 67 86 811 – FIAC@FIAC.IT – WWW.FIAC.IT FIAC a) As regards the Maintenance Services, the term of the Contract will be as specified in the Order. FIAC may withdraw at any time upon a written notice sent to the Customer at least 30 days in advance. b)Specifically with regard to the Maintenance Services, in addition to what is provided in the preceding articles, FIAC may terminate the Contract, effective immediately, in case of: i. Use of the Product for a number of hours exceeding by 10% those stated in the order. ii. Failures or malfunctioning of the unit caused by unforeseeable events, such as natural disasters, riots, commotion, vandalism, sabotage, events due to ice formation, fire, etc.; iii. Interruption of or non-compliance with the quality and quantity characteristics specified by FIAC for the “utilities”, namely for power, cooling water, air; iv. Micro interruptions in supply voltage; v. Non-compliance with the environmental and operating conditions specified by FIAC; vi. Changes in the Product and/or the installation; vii. Transfer of the unit to a place other than that indicated in the Contract; viii. Damages accidentally or intentionally caused to the Product by the Customer or by third parties. ix. Use of non-original parts and/or consumable x. tampering by customer or third party not expressly authorized by FIAC c) Again with regard to the Maintenance Services, in case of early termination of the contract for any reason through no fault of FIAC, except for withdrawal in cases under art. 9.2 (a) above, the Customer shall pay a penalty equal to 75 % of the residual fees due until the date of expiration of the Contract, always without prejudice to the right to claim any further damages. 9. Warranties a) Unless otherwise specified in the Order, FIAC warrants: • Products directly manufactured by it for a period of 12 months of the start-up of the Product (commissioning) and however not more than 15 months of the delivery; the date of commissioning shall be proved by a technical report and performed by authorized personnel. If the date cannot be proven the warranty starts from the invoice date. If the commissioning has been performed by unauthorized personnel – as reported in the manual – the warranty will be null and void; • Spare parts of Products purchased in accordance with this Contract for a period of 6 months of their installation and however not more than 12 months of the delivery; • Repair of parts or replaced Products for a period of 6 months of the restoration of the Product under warranty. b) The above warranty covers only the repair or replacement, in the workshops of FIAC or authorized service centers, of materials in which manufacturing defects are found within the periods indicated above. The technicians of FIAC are solely responsible for verifying the defects. The materials must be sent to the authorized workshop indicated by FIAC, under the care and at the cost of the Customer. In such cases, the Customer will not be entitled to claim compensation for any damages resulting from the non-use of the materials. c) The warranty is provided on condition that the Customer is up-to-date with payments. d) The warranty does not cover those parts, which, by their nature or use, are subject to wear and tear or deterioration, and in particular those parts that are to be replaced on a regular basis. e) The warranty does not cover damages caused by improper use and neglect of the Products. f) The warranty expires for any Products repaired, modified or just disassembled, even partially, outside the workshops indicated by FIAC, as well as for any Products for which the instructions for use have not been complied with. No compensation or indemnity will be due by FIAC for repairs performed by unauthorized third parties at the request of the Customer during the warranty period. 10. Maintenance Services This article will apply if the Order concerns Maintenance Services. a) FIAC will inform the Customer of the day/s planned for the visit. The Customer will make sure that the products that are the object of the Maintenance Services be made available in full safety on the day/s planned for the assistance operations under the Contract. The operations of the technical staff of FIAC must take place in full safety during normal work hours (8:30 am to 5:30 pm, Monday to Friday), unless otherwise agreed in writing in the Contract. b) FIAC will have free and full access to the Products to perform the operations under this agreement. Any cost and expense as FIAC may incur due to access restrictions will be borne by the Customer and invoiced separately. Any additional cost due to performance of assistance operations outside the hours indicated above or to unavailability of the unit/s will be borne by the Customer and invoiced separately. c) The Customer shall immediately inform FIAC in any case of: a) malfunctioning such as abnormal sound, leakage and any other event that may forewarn of a possible failure in the unit/s and in the alerts given by the machine control system; b) malfunctions in the electronic control panel. d) The Customer undertakes to provide, under its care and at its cost, in full compliance with the applicable legislation on insurance, social security and accident prevention, the support staff, lifting means and facilities, lighting and any other assistance that FIAC may need for the performance of the operations under this agreement. Any cost and expense as FIAC may incur due to delay in or lack of assistance will be borne by the Customer and invoiced separately. e) The Customer confirms that the user manual and all original documents relating to the Products are in its possession, and declares that it knows their contents in full. The Customer undertakes to strictly comply with all parts of the indications and provisions of such documents, including those contained in this Contract. 11. Applicable Law and Resolution of Disputes a) This Contract shall be construed (both as to validity and performance) and enforced in accordance with, and governed by, the laws of Italy. b) The jurisdiction to decide all disputes arising from this contract, including those relevant to its validity, interpretation, performance and termination, is regulated by the following provisions: • when the Customer has its main place of business in Italy, the exclusive jurisdiction will lie with the Court of Bologna. Such jurisdiction will also apply when the Customer has moved its offices abroad after the signing of the Contract; • when the Customer has its main place of business abroad, all disputes will be resolved by arbitration in accordance with the Rules of the National and International Arbitration Chamber of Milan. The Arbitration Panel will consist of three Arbitrators; two of whom will be appointed by the parties, one each, and the third one, who will act as President, by agreement of the first two arbitrators or, if no such agreement is reached, by the Arbitration Chamber. The Panel will decide in accordance with the law. The arbitration will be held in Milan. The language of the arbitration will be Italian and/or English; • if a foreign Customer moves its offices to Italy after the signing of the Contract, the exclusive jurisdiction will lie with the Court of Bologna. c) Any waiver by FIAC to enforce its rights in case of a breach by the Customer of any part of this agreement shall not be interpreted in any way as a waiver to enforce its rights regarding any subsequent breach of the same or of any other part of the agreement. 12. Traceability Obligations For the effects and purposes of D.L. [Decree-Law] 196/03 and subsequent amendments, and of the European Regulation 2016/679 the parties mutually acknowledge that, if the conclusion or execution of the contract involves the processing of personal data, these data will be processed in compliance with the current data protection legislation for the sole purposes related to the execution of this contract or to comply with legal obligations. 13. Privacy For the effects and purposes of D.L. [Decree-Law] 196/03 and subsequent amendments, and of the European Regulation 2016/679 the parties mutually acknowledge that, if the conclusion or execution of the contract involves the processing of personal data, these data will be processed in compliance with the current data protection legislation for the sole purposes related to the execution of this contract or to comply with legal obligations. 14. Business Code of Pract ice FIAC requests that the Customer accept and comply with FIAC’s Business Code of Practice, available on the website www.fiac.it. In particular, the Customer undertakes not to engage, even through its own persons in charge, collaborators and consultants, in conducts amounting to breaches of the D.Lgs. 231 of 8 June 2001 “Regulating the administrative liability of legal persons, Companies and Associations, even without legal personality” and the Italian Criminal Code, such as, without limitation: (i) corruption of public officers and private-to-private corruption, or other conducts however aimed at obtaining undue advantages from public authorities or agencies, public officers or other third parties; (ii) conducts in contrast with the laws aimed at monitoring financial transactions that may amount to ways of transferring goods or money resulting from criminal offenses, or conducts aimed at financing or supporting terrorist organizations in any way; or (iii) conducts that breach laws on occupational health and safety or environmental laws. 15. Confidentiality a) In course of the contractual relationship or its establishment, the Customer may have access to or have disclosed to it certain information, material and documents regarding FIAC and its business, assets, intellectual property, drafts, prototypes, drawings, photographs, circuits, calculations, processes and other data related thereto, proprietary information, financial condition, business correspondence, customer lists, prospects and price lists (the “Confidential Information”). b) Without prejudice to any legal obligation, the Customer undertakes not to carry out the following activities and operations with reference to the Confidential information, directly or through a third party, and not to favor in any way, either directly or indirectly, its fulfillment by third parties: • to duplicate, in any form and with any modality, Confidential Information, or extract a copy, in any form, of the Confidential Information; • to disclose, to disseminate, to communicate to third parties and/or make known, by any means of information and/ or communication, in any form, in any area and in any location, Confidential Information; • to make use, direct or indirect, continuous or even only occasionally, for professional or competitive purposes or for personal profit or advantage, of Confidential Information. c) The obligations referred to in this article will be in force for the entire duration of the Contract and after its termination. In the event of failure to comply with even just one of the obligations referred to in this article, FIAC will be able to terminate the Contract for cause with immediate effect and, it will be entitled to injunctive relief, specific performance or other appropriate equitable remedies for any such breach. 16. Other provisions a) No failure or delay by FIAC in exercising any right, power or privilege set forth in these Contract shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. b) If any of the provisions of this Contract is invalid, null or void, or becomes invalid, null or void, it shall not, in any way, affect the validity or scope of other provisions. In such a case, the invalid or ineffective provision must be replaced by a provision that meets the requirements of the applicable law and the original provision
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