GENERAL CONDITIONS OF PURCHASE OF GOODS AND SERVICES

1.    Scope of application 
1.1. Unless otherwise agreed between the Parties, these general terms and conditions shall exclusively apply to and govern the purchase by Società Italiana Progetti Ricerche e Sviluppo s.r.l., abbreviated as S.I.P.R.E.S., with its registered office at Via del Santo no. 219, 35010 Limena (Padua), VAT no. 01406390284 (hereinafter referred to as the "Company"), of Goods and/or Services (as defined below) provided by third parties (hereinafter referred to as the "Supplier") in execution of the Purchase Orders (as defined below) issued from time to time by the Company. 
1.2. By accepting the Purchase Order or supplying the Goods and/or Services, the Supplier fully agrees to these general terms and conditions without reservation and accepts that the supply of the Goods and/or Services shall be exclusively governed by these terms, it being understood that any modification or addition, as well as any Supplier's sales conditions that differ, in whole or in part, from these general terms and conditions, shall be valid only if specifically approved in writing by the Company. 
1.3. In the event of any inconsistency between the conditions provided in the Purchase Order and these general terms and conditions, the former shall prevail.

2.    Definitions 
For the purposes of these general terms and conditions, the following definitions shall have the respective meanings assigned to them below: 
•  “Goods” means the finished products, including commonly used items as well as goods, semi-finished products, raw materials, equipment, machinery, and/or auxiliary products expressly indicated in the individual Purchase Order, to be supplied by the Supplier to the Company in compliance with these general terms and conditions; 
• “Supply Date” means the specific date indicated in the Purchase Order for the completion of the Services or the delivery of the Goods or, in the case of the supply of both Goods and Services, the later of the date of completion of the Services and the date of delivery of the Goods; 
• “Force Majeure” means exclusively those unforeseen and unforeseeable events, insurmountable with due diligence and beyond any reasonable control, that prevent the execution of the Purchase Order, including, by way of example but not limited to, nationwide strikes of at least one week's duration, earthquakes, floods, explosions, epidemics, and similar events; 
• “Applicable Law” means any law, rule, regulation, order, guideline, instruction, or decision issued by competent regulatory, judicial, or governmental authorities applicable to the Goods and/or Services and/or the Supplier, including, by way of example but not limited to, laws regarding the trade, import, export, and transit of Goods, environmental legislation, data protection, privacy and confidentiality laws, current regulations on hygiene, safety, and health in the workplace, anti-corruption legislation, as well as, if applicable, rules for the conduct and relationships of non-clinical studies according to international guidelines (GLP – Good Laboratory Practice), standards for good manufacturing practices concerning pharmaceutical products and active pharmaceutical ingredients (GMP – Good Manufacturing Practice), and, in general, standards for good practices in the pharmaceutical sector (GxP) in force at any given time;
• “Purchase Order” means the written communication, including its related attachments, sent by the Company to the Supplier, requesting the supply of Goods and/or Services, indicating – among other things – a detailed description of the requested Goods and/or Services (with reference, if necessary, to attachments or technical documents), the Supply Date, place of supply and related timelines, the Price and payment terms, transportation methods and type of packaging (if special), and, more generally, all other information related to the supply of Goods and/or Services, all in accordance with these general terms and conditions; 
• “Party” means, individually and separately, the Company and the Supplier, and “Parties” means, collectively, the Company and the Supplier; 
• “Price” means the price specifically indicated in the Purchase Order, to be paid by the Company to the Supplier according to these general terms and conditions; 
• “Service Location” means the Company's premises and/or the Supplier's premises and/or any other location agreed in writing between the Parties, as indicated in the Purchase Order; 
• “Services” means the services described in the Purchase Order and/or in its related Annex I, to be provided by the Supplier to the Company in compliance with these general terms and conditions; 
• “Manufacturing Site” means the Supplier's location for the production of the Goods. Unless otherwise agreed between the Parties, references to “day,” “week,” or “month” shall be understood to refer to calendar days, weeks, or months. For the purposes of these general terms and conditions, communications exchanged between the Parties by letter, fax, email, or any other form of written commercial correspondence shall be considered to be in writing. 

3.    Purchase Order and Supply 
3.1    The Purchase Order, once issued by the Company (also in electronic form), shall be deemed accepted by the Supplier if, within 5 (five) days of its receipt: (a) the Supplier does not contest it in writing and begins to execute it, or (b) the Supplier returns to the Company a copy of the Purchase Order duly signed as a sign of acceptance. Upon acceptance, the Purchase Order, together with these general terms and conditions and any other documents, including Annex I, specifically referred to as an integral part of the Purchase Order itself or separately agreed in writing between the Parties, shall become a binding contract between the Parties. 
    3.2 If the Supplier contests a Purchase Order or proposes different or additional terms, the Purchase Order shall only be binding between the Parties if and when they mutually consent in writing to its content. The Company reserves the right to revoke or cancel the Purchase Order without any cost or liability until such time, and, in any case, in the event of non-acceptance of the Purchase Order by the Supplier in a timely manner, regardless of whether the Supplier has already begun to execute the Purchase Order. 
    3.3 The Supplier declares and guarantees to have the necessary technical-professional knowledge, skills, and experience for the supply of the Goods and/or the provision of the Services and to have the necessary organization, means, and qualified personnel to execute these general terms and conditions and the Purchase Order. The Supplier shall provide the Company with the Goods and/or Services indicated in the Purchase Order and/or in the relevant Annex I with the necessary means organized at their own risk, in complete autonomy and without any binding obligation towards the Company, except for the punctual and diligent execution of the Purchase Order and these general terms and conditions. The Supplier shall 
    supply of the Goods and/or provision of the Services and shall exercise the powers of direction and supervision over such personnel. 
    3.4 The Supplier shall obtain and maintain any relevant regulatory authorizations (if required, a copy will be transmitted to the Company without delay) necessary for the production and supply of the Goods and/or Services. 
    3.5 In the case of the supply of Goods, the Supplier may not modify the drawings and specifications agreed upon with the Company without prior written authorization from the latter, unless such drawings and specifications have been used in the production of goods similar to the Goods, which have been positively tested on the market. 
    3.6 The Supplier must supply the requested Goods in appropriate packaging, taking into account their nature and taking all necessary measures to protect them from weather conditions, loading accidents, shocks, etc., in such a way that the Goods are delivered intact to the place of delivery specified in the Purchase Order (or to a different location approved in writing by the Company). The packaging must be marked with the Purchase Order number, the Supplier's name, and the delivery address. At the same time as the supply of the Goods, the Supplier must provide the Company with all documentation required by Applicable Law that is necessary and suitable for the proper use of the delivered items (e.g., instruction and operation manuals, installation and assembly manuals, warranty certificates). In the case of the supply of Goods and, where necessary concerning their specific type, the Supplier must ensure the availability of adequate and sufficient spare parts, tools, materials, and equipment for their provision, in accordance with the provisions of the Purchase Order and/or these general terms and conditions, assuming all responsibility for any defects or faults therein. The Supplier is responsible for the quality of the said materials and equipment; in this regard, the Supplier declares and guarantees that they are of first choice, made in compliance with Applicable Law (including safety regulations for equipment), are in the best condition for use, and are suitable for the intended work. The Company has the right to carry out checks on their efficiency, and the Supplier must provide, at its own exclusive expense, the necessary replacement, repair, upgrading, or any other action required by the Company. 
    3.7 These general terms and conditions do not imply any obligation for the Company to issue a minimum or predetermined number of Purchase Orders or to commission the Supplier to supply a minimum volume of Goods and/or Services. These general terms and conditions do not create or will not create any exclusive obligation in favor of the Supplier and at the expense of the Company, unless otherwise agreed in writing. 
    
4.    Price and Method of Payment 
    4.1 Unless otherwise stated and approved in writing by the Company, the Price stated in the Purchase Order is fixed and invariable, not subject to revision or adjustment. 
    4.2 Unless otherwise specified in the Purchase Order, the Price shall be deemed to include all costs, taxes, expenses, charges and major work that may be necessary for the complete performance of the supply of the Goods (including the costs of packing, packaging, shipping and delivery of the Goods) and/or Services. No additional costs shall therefore be awarded to the Supplier unless approved in writing by the Company. The Supplier shall in any event indemnify the Company against any liability and consequential 
    Goods and/or Services. 
    4.3 Unless otherwise specified in the Purchase Order, the Company shall pay the Price for each supply within sixty (60) days from the date of receipt of the relevant invoice accepted by the Company. All invoices shall bear the Purchase Order number and contain a clear indication of the amount to which they relate. The Supplier acknowledges that its right to receive the Price shall accrue only upon acceptance of the Goods and/or Services by the Company on the terms and in the manner set forth in Article 7 below. 
    4.4 Each invoice shall be received by the Company within ninety (90) days after the Supply Date. The Company shall not be obligated to pay an invoice received after said deadline. 
    
5.    Delivery of Goods - Performance of Services 
    5.1 The Delivery Date is intended to be binding and peremptory on the Supplier. If the Supplier anticipates difficulties such as to hinder the ability to deliver the Goods and/or complete the Services by the Delivery Date it shall give immediate written notice to the Company, without in any way releasing the Supplier from its responsibilities under these general conditions. 
    5.2 In the event of a delay in the delivery of the Goods and/or performance of the Services that exceeds ten (10) days, the Company shall have the right to terminate the Purchase Order with immediate effect, pursuant to and for the purposes of Article 1456 of the Civil Code, by simple notice to the Supplier and procure the Goods and/or Services elsewhere at the expense and risk of the Supplier, without prejudice to the Company's right to compensation for further damages. 
    5.3 Partial deliveries or supplies are to be considered unacceptable, unless otherwise agreed upon in writing between the Parties. 
    5.4 In the event of delivery of goods in excess of the Goods specified in the Purchase Order, the Company shall promptly notify the Supplier of such circumstance, who shall, within 10 (ten) business days from the date of receipt of the Company's notice, collect the excess goods at its own expense. It is understood in any event that the Company, at its discretion, shall be free to purchase from the Supplier part or all of the surplus goods, with respect to which the provisions of these general conditions shall apply. 
    5.5 Additional services and/or modifications to the Services performed by the Supplier without the prior written authorization of the Company shall not be invoked as a basis for claims by the Supplier. It is in any case understood that, in the event of a written request from the Company, Supplier will provide the Company with additional and further services than those requested in the Purchase Order, subject to agreement on the additions and/or changes to be made to the Purchase Order as a result of the integration of the Services. 
    
6.    Audits and checks by the Company 
    Without prejudice to the Supplier's sole responsibility, the Company and its representatives shall be permitted to carry out any type of control and verification of the Supplier's regular performance of the activities related to the Products and Services (including inspections at the Place of Performance of the Services and/or the Manufacturing Site), as well as the quality thereof. The Supplier undertakes to provide the Company with all necessary assistance in the performance of the aforementioned checks and inspections, allowing the Company to verify all paper and computer documentation necessary or appropriate in order to ascertain that the Supplier's commitments are fulfilled. In the event that, in the course of the aforementioned checks and inspections, the Company should make well-founded objections regarding the fulfilments due from the Supplier, the latter shall, at its own care and expense, eliminate the complained of inconveniences within an agreed time. In no event shall the Company's exercise or failure to exercise this right release Supplier from its responsibilities and obligations 7. 8.4 arising under these general conditions and the Purchase Order.
 
7.    Acceptance of Goods and Services 
    Delivered Goods and completed Services shall be deemed accepted only if accompanied by any required certificate and documentation of conformity and only once they are expressly approved in writing by the Company by written notice to be sent to Supplier within 30 (thirty) business days commencing from the Delivery Date (or, if later than the latter, from the date of actual delivery of the Goods and/or completion of the Services, provided they are approved in writing by the Company). If within the aforementioned term the Company does not address to the Supplier a notice of non-acceptance or partial or conditional acceptance (even in the express case that the Goods or Services supplied are assessable in their suitability and conformity only within an overall production process that will take place at times subsequent to the term provided above), the Goods and/or Services shall be deemed accepted by the Company. It is understood that even implicit acceptance by the Company shall not affect the Supplier's liability for any discrepancies and/or defects in the Goods and/or Services. 
    The Company may at its sole discretion carry out for its own and its customers' protection any control and any test to verify the conformity attested by the Supplier. 
    
8.    Supplier warranties 
8.1 In addition to any other warranties provided for in other clauses of these general terms and conditions or by law, the Supplier represents and warrants that the Goods and Services are: (a) manufactured and supplied in compliance with Applicable Law and meet the requirements specified therein, (b) in conformity with the specifications, designs, descriptions, and requirements approved and requested by the Company and are fit for the purposes for which they are intended and manufactured, (c) executed and provided in a workmanlike manner, according to the highest quality standards, (d) free from defects and/or discrepancies that would render, in whole or in part, their use by the Company unsuitable, and (e) do not infringe any patent, license, industrial patent rights, model or industrial design, copyright, or any other third-party intellectual and industrial property rights. 
    8.2 The Goods and Services are guaranteed against defects and/or faults for a period equal to the entire lifespan of the raw material, material, or product as indicated on the certificate or packaging and, in any case — even if the lifespan of the raw material, material, or product is not indicated — for a period not less than 18 (eighteen) months from the Supply Date or, if later, from the actual delivery date of the Goods and/or actual completion date of the Services (provided such dates are approved in writing by the Company), unless a different and longer warranty period is provided by Italian law. The above warranty shall not apply if the defects directly result from the application of the technical specifications and instructions provided by the Company for the supply of the Goods and/or Services, in relation to which the Supplier, before supplying the Goods and/or Services, has declined any responsibility in writing 
    of defects and/or discrepancies is sixty (60) working days from the date of their discovery. 
    8.3 If, during the warranty period referred to in paragraph 8.2 above, defects and/or discrepancies are found in the Goods and/or Services supplied, the Company, without prejudice to any other rights or remedies provided by law and/or these general terms and conditions (including the right to terminate these general terms and conditions and/or the related Purchase Order), and without prejudice to the right to claim compensation for any further damages that may result, may at its discretion (i) obtain a refund of the Price paid, or (ii) require the Supplier, at its own expense and as quickly as possible, to take any necessary action to eliminate and/or remedy such defects and/or discrepancies. In the event of urgency or non-performance/delay by the Supplier in carrying out the aforementioned actions, the Company may do so on its own initiative, charging the related costs to the Supplier, who shall be obliged to reimburse them upon simple request, upon presentation of the relevant supporting documents. This option does not prejudice the Company's right to suspend payment for the supply until the above-mentioned activities have been completed and, if such activities are impossible, the Company's right to request an appropriate price reduction or to terminate these general terms and conditions and/or the related Purchase Order, without prejudice to the right to claim greater damages. 
    8.4 Repaired or replaced Goods and/or new Services provided will enjoy, similarly to what is provided in clause 8.2, the same warranty period equal to the entire lifespan (where possible, a new certificate will be issued by the Supplier) and, in any case, not less than 18 (eighteen) months, starting from the date of repair, replacement, or provision (as applicable). 
    
9.    Use of Company's Goods and Supplies 
    9.1. Equipment, tools and/or any equipment made available by the Company to the Supplier for the purpose of the supply of the Goods and/or Services shall remain the exclusive property of the Company The Supplier shall keep and use them with due diligence, in compliance with Applicable Regulations and exclusively for the purpose of the supply of the same Goods and/or Services. The Supplier shall also keep them in good condition, clean and in efficient, functional and safe condition, without being able to make any changes to them unless expressly authorized in advance by the Company. The Supplier shall be liable for all damages and/or losses suffered by such equipment and/or equipment as a result of, and for as long as, the use of the same by the Supplier, its supply personnel and/or any of its subcontractors as well as for any damages or losses caused to persons or property by the said use by the said persons. It is understood that the equipment, tools and any equipment granted for use by the Company to the Supplier shall be made immediately available to the Company, at the latter's simple request and, in any case, returned to the Company upon termination - for whatever reason - of the Purchase Order and/or these general conditions. 
    9.2. Where necessary for the purpose of supplying the Goods and/or Services, the Company will provide the Supplier, upon request and at the Supplier's sole expense, with electricity, gas, water, steam, and/or other utilities as more fully specified in the Purchase Order. The Supplier shall use such supplies in such a manner as to avoid any interruption of the Company's networks. The use and consumption of said supplies shall be the sole responsibility and liability of the Supplier. The Company shall not be held liable in any way for any failure in connection therewith. 
    
10.    Ownership of Goods and Passing of Risk 
10.1 Title to the Goods specified in the Purchase Order shall pass from the Supplier to the Company upon acceptance of the Goods by the Company pursuant to Article 7. 
10.2 Risk of damage to or loss of the Goods shall pass from the Supplier to the Company upon completion of delivery of the Goods to the place of delivery specified in the Purchase Order (or such other place approved in writing by the Company), including unloading and storage of the Goods at the Company's facilities. 

11.    Workplace safety; social security and contribution obligations 
11.1 The Supplier, pursuant to Article 26 of Legislative Decree No. 81/2008, declares its technical and professional suitability to carry out the activities referred to in these general conditions. 
11.2 The Parties undertake to cooperate in the implementation of measures of prevention and protection from occupational risks and accidents that may occur during the delivery of the Goods and/or the performance of the Services at the Company's facilities as well as to coordinate their interventions. 
11.3 The Supplier undertakes not to alter in any way the characteristics and levels of safety and security of the workplaces, as well as of the machines, equipment, and facilities present in the Company's facilities. 
11.4 In carrying out activities for the production of the Goods and/or the provision of the Services, the Supplier shall also comply with the following obligations: 
a) pay the personnel employed for the activities related to the supply regularly and strictly apply the applicable employment contracts and collective agreements; 
b) provide for the payment of all insurance, injury, social security, and tax charges related to the said personnel as required by the Applicable Law; 
c) ensure that its employees and/or collaborators who perform work under these general conditions comply with occupational safety regulations (particularly Legislative Decree 81/08) and any directives, instructions, or requests (including training) issued from time to time by the Company; 
d) ensure that the said employees and/or collaborators are equipped with all personal protective equipment required by the Applicable Law; 
e) provide the Company, upon first request, with all documentation proving the proper fulfillment of the aforementioned obligations, including the Single Document of Contribution Compliance (Documento Unico di Regolarità Contributiva). 
11.5 The Company reserves the right to suspend payment of the Price until the Supplier provides the documentation referred to in 11.4, letter e), once requested. 

12.    Environment, health and safety 
    12.1 In fulfilling the obligations assumed under these general terms and conditions, the Supplier undertakes to take all necessary and appropriate actions and precautions to prevent damage to persons, property, and/or the environment, and therefore to comply with the current regulations on environmental, health, and workplace safety.
12.2 The Supplier shall not introduce dangerous, harmful, and/or radioactive products into the Manufacturing Site or the Service Location unless this is strictly necessary for the production of the Goods and/or the provision of the Services, and the Company gives express written authorization (which shall only be considered valid if issued following and based on correct and complete information provided by the Supplier). In any case, the costs incurred for the mandatory or appropriate evacuation and treatment of such products, as well as damages resulting from such introduction, evacuation, or treatment, including any damage to persons, shall be entirely borne by the Supplier. If the Supplier is authorized to introduce hazardous products at the Manufacturing Site and/or the Service Location, the Supplier shall be required to (i) handle and store them in compliance with Applicable Law, and (ii) take all measures to prevent contamination or pollution of the Manufacturing Site and/or Service Location and injuries to persons operating at the said location. All waste, including hazardous and/or radioactive products generated or brought by the Supplier, must be disposed of, treated, improved, reused, and/or removed regularly by the Supplier in accordance with Applicable Law and internal rules, at the Supplier's exclusive expense and risk. If the Supplier fails to fulfill this obligation promptly, the Company may proceed on its own initiative, charging the related costs to the Supplier, who shall be required to reimburse them upon simple request, upon presentation of the relevant supporting documents. This option does not prejudice the Company's right to suspend payment for the supply until the aforementioned activities have been completed. 
12.3 Without prejudice to the obligation to deliver the documentation referred to in paragraph 3.6 above, the Supplier, if requested, will also provide the Company with information regarding the chemical substances contained in the Goods, specifying the quantities (percentages) of such substances, mixtures, preparations, or alloys, as well as any other relevant information or data concerning their properties, including, without limitation, test data and information on the risks associated with the aforementioned substances. In any case, the use of the Goods for their intended purpose must not cause the release of carcinogenic, mutagenic, toxic, or hazardous substances. 

13.    Anticorruption 
13.1. The Supplier represents and warrants that the Supplier, its affiliates and their respective directors, general managers, officers, employees, agents, consultants and intermediaries, in performing the activity that is the subject of these Terms and Conditions and the Purchase Order, do not and will not pay, offer, promise to pay, or authorize the payment of, directly or indirectly, through any third person or otherwise any sum of money or other benefit to any public official, officer, or employee of any government or any department, agency, or instrumentality thereof, or charged in the name of or on behalf of any government or any department, agency, or instrumentality thereof, except what is lawfully due to them as consideration for the performance of services not prohibited by applicable law, including the Applicable Rules. 

14.    Compensation and indemnity 
14.1 Supplier shall defend, indemnify and hold harmless the Company and its directors, officers, employees, agents, representatives, successors and assigns, whether or not in the capacity of their employment, from any suit, action or legal proceeding as well as from any and all claims, demands, losses, judgments, fines, damages, costs, expenses or liabilities arising out of (i) personal injury, including death, property or environmental damage, actions or claims for damages by customers of the Company, (ii) any violation of these terms and conditions and/or the Purchase Order and/or Applicable Regulations by the Supplier and/or any of its employees, contractors, agents or members of the relevant organization, and (iii) any infringement or alleged infringement of patents, designs, trade names, copyrights, trademarks, trade secrets or other intellectual property rights relating to the Goods and/or Services or arising out of the use/utilization thereof by the Company or its customers, except to the extent due solely and directly to the Company's willful misconduct or gross negligence. 
14.2 The Supplier also agrees to indemnify and hold the Company harmless from all damages, costs, and charges that the Company incurs as a result of the Supplier's failure to deliver the documentation and information referred to in paragraph 3.6 above. 

15.    Supplier's Insurance 
The Supplier undertakes to contract and maintain in force, with a leading insurance company, adequate insurance coverages to protect all risks arising to the Supplier in the context of the supply of the Goods and Services. The Supplier will, if requested by the Company, provide documentary evidence of the existence of the aforementioned insurance coverages and the regular payment of the relevant premiums. 

16.    Major Force 
16.1 Force Majeure: in the event of a Force Majeure event, the Affected Party shall not be liable for any default or delay due to such event. 
16.2 The occurrence of a Force Majeure event shall be promptly reported in writing by the Supplier to the Company within the next twenty-four (24) hours with an indication of the foreseeable duration of said event. If the Force Majeure event persists for more than forty-five (45) days, the Company shall have the right to revoke the Purchase Order, subject to the obligation to pay the Price due for Goods delivered and/or Services completed prior to the occurrence of the Force Majeure event and accepted by the Company. 
16.3 No revision of the Price may be requested by either Party following the occurrence of a Force Majeure event. 

17.    Termination and withdrawal 
17.1 The Company may cancel all or any part of the Purchase Order by written notice to be sent to Supplier at least ten (10) days in advance. From the time of receipt of such notice, Supplier shall cease performance of any activities relating to the specifically cancelled portions of the Purchase Order and shall continue to perform those not cancelled. The Company shall pay the Supplier the Price due for the Goods delivered and/or Services completed by the Supplier prior to the date of the notice of cancellation of the Purchase Order, provided that such Goods and/or Services have been accepted by the Company pursuant to Article 7 above. Cancellation of the Purchase Order pursuant to the foregoing shall not constitute a breach of these terms and conditions or the Purchase Order and therefore shall not entitle Supplier to claim any damages. 
17.2 Without prejudice to any other rights and/or remedies provided by law or by these general conditions (including the right to damages), the Company shall have the right to revoke the Purchase Order and/or terminate these general conditions in the event of a breach by the Supplier of any provision of these general conditions or the Purchase Order which is not remedied by the Supplier within twenty (20) days of the Company's request. The Supplier shall bear the full costs incurred by the Company as a direct result of the revocation of the Purchase Order and/or termination of these general conditions as set forth above, including but not limited to costs incurred in procuring the Goods and/or Services elsewhere. 
17.3 Either Party shall have the right to revoke the Purchase Order and declare the contractual relationship terminated with immediate effect in the event that the other Party (a) is subject to any bankruptcy proceedings or goes into liquidation, or (b) is subject to execution or other measures of a judicial nature that may harm its corporate and commercial image, or otherwise constitute detriment to the other Party's business or business structure. 

18.    Safeguard clause 
In the event of any disputes arising between the Parties for any reason whatsoever, the Supplier shall in no event suspend performance unless otherwise ordered by the Company. Failure by the Supplier to do so shall constitute a breach of these general conditions. 

19.    Assignment and Prohibition of Subcontracting 
19.1 The Supplier may not transfer or assign to third parties, for a consideration or free of charge, in whole or in part, in any form whatsoever, the rights and/or obligations arising from these general conditions and/or the Purchase Order. The Company is hereby authorized by the Supplier to transfer, in whole or in part, the rights and/or obligations arising from these general conditions and/or the Purchase Order to companies belonging to the Company's group. 
19.2 The Supplier shall not subcontract to third parties or otherwise procure, in whole or in part, the performance of the activities set forth in these general conditions and/or the Purchase Order by third parties without the prior written consent of the Company. Should the Company give its consent to subcontracting, the Supplier shall be held directly liable to the Company for the acts, defaults and negligence of its subcontractors and representatives, contractors or employees exactly as if they were acts, defaults or negligence of the Supplier or its representatives, contractors or employees. The Supplier shall also indemnify and hold the Company harmless against any claims made against it by any of the Supplier's sub-contractors and/or workers, employees or employees under any other form of contract permitted by the Applicable Regulations. 

20.    Confidentiality 
    20.1 The Supplier undertakes (and shall cause its employees, agents or collaborators to undertake) to keep strictly confidential all data, documents and information received by the Company or otherwise developed by the Supplier or of which the latter has become aware as a result of the execution of these general conditions and/or the Purchase Order, and not to disclose them to third parties or otherwise use them for professional or competitive purposes other than the execution of these general conditions, except as already in the public domain. The Supplier shall not duplicate in any form or extract copies of confidential data, information and/or documents either on its own behalf or on behalf of third parties. 
20.2 The Supplier acknowledges and agrees that all right, title and legal interest relating to the above confidential information disclosed to the Supplier or to which the Supplier has access shall remain solely with the Company. 
20.3 The Supplier may not mention the Company or refer to the Purchase Order in any of its press statements, communications to third parties, or other forms of publicity, except with the prior written permission of the Company. 
20.4 In any case of termination of the contractual relationship, the Supplier shall immediately return to the Company (or, if the Company so requests in writing, destroy) any documentation and materials received from and/or relating to the Company or the individual Purchase Order that are in its possession on the date of termination. 

21.    Intellectual Property 
21.1 All Intellectual Property rights, including but not limited to patents, trade secrets, ideas, developments, inventions and know-how of any kind created and/or developed by the Supplier, personally or jointly with third parties, in connection with the supply of the Goods and/or Services and otherwise in performance of these general terms and conditions (“Intellectual Property”) constitute “work on commission” within the scope of the supply relationship referred to in these general terms and conditions and shall therefore be transferred by Supplier to the Company, which shall become the exclusive owner thereof, without the payment of any additional compensation, royalty or indemnity (as they are already taken into account in the determination of the Price). To this end, the Supplier undertakes to carry out all the necessary steps for the transfer of the ownership of the Intellectual Property to the Company and to deliver to the same Company all the relevant documentation. 
21.2 If the Intellectual Property does not constitute a work-for-hire for the benefit of the Company under the Applicable Rules, the Supplier agrees to assign (and cause its personnel and subcontractors to assign) to the Company all right, title, and interest in and to the Intellectual Property for no additional consideration. 
21.3 The Supplier agrees not to apply for registration of any of the Company's intellectual property rights, including the Intellectual Property. 
21.4 The Supplier warrants that the Intellectual Property does not infringe any third party rights. 

22.    Personal Data Protection 
22.1 The data communicated pursuant to European Regulation No. 679/2016 (hereinafter “GDPR”) and Legislative Decree No. 196/2003 (hereinafter “Privacy Code”) and ss.mm.ii. by the Company to the Supplier as necessary - under penalty of impossibility to render the Services - for the performance of the Services, will be processed exclusively for purposes related to the execution of this Contract. Therefore, the Parties declare that they have been mutually informed about the processing of personal data for the conclusion and execution of this Contract, pursuant to Article 13 of the GDPR. 
22.2 The Supplier agrees to comply with applicable data protection regulations and to treat as confidential all data it may receive from the Company. The Supplier also undertakes, upon termination, for whatever cause, of this Contract, to cease all processing of personal data and return all personal data, processed by reason of the performance of the Place and Date this Contract, to the Company and to arrange for the permanent deletion from its information system (including paper files) of the same data or copies thereof, giving written confirmation thereof to the Company, subject to any legal obligations 
22.3 If for the purpose of the performance of this Agreement, the Supplier, should process personal data on behalf of the Company, the processing of personal data performed by the Supplier on behalf of the Company and their mutual relations shall be governed by a specific contract (hereinafter the “Data Processing Agreement”), the contents of which shall be defined in accordance with Article 28 of the GDPR, and which shall constitute an annex and an integral part of this Agreement. 
22.4 In the event of any violation of the provisions of this Article 22, the Supplier shall indemnify and hold the Company harmless from any dispute or claim that may be made by the data subjects on the basis of their rights under the GDPR and the Privacy Code or made by the Data Protection Authority. 

23.    General standards 
23.1 The failure of the Party to exercise any right granted to it by these general conditions and/or the Purchase Order and/or the law shall not constitute a waiver of such right, nor shall it be construed as such. 
23.2 Survival: Any provision of these general conditions which by its nature extends beyond the expiration or termination of these general conditions as well as upon cancellation or termination for any cause of the Purchase Order shall remain in effect until its execution, including the provisions of articles paragraphs 13, 14, 19, 20, 21, 22 and 24 of these general conditions. 
23.3 The Purchase Order and these general terms and conditions, together with any other document that may be attached to and made a part of the same or incorporated by reference, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior proposals, negotiations, statements, communications, writings and agreements (whether written or oral) between the Parties with respect to the subject matter hereof, without prejudice to the Parties' questioned rights. No amendment or variation to the Purchase Order and these general conditions shall become effective unless in writing and signed by the Company and the Supplier. 
23.4 The Parties are independent contractors. Nothing contained in these terms and conditions shall constitute or be construed as creating between the Parties an association or joint venture or an employer-employee or principal-agent relationship; no employee, contractor, agent or consultant of the Supplier shall be considered an employee of the Company. 
23.5 Should any clause of these general conditions or the Purchase Order be deemed null and void or ineffective, for any reason provided by law, such clause shall be deemed not to have been affixed and the validity and effectiveness of the remaining provisions of these general conditions or the Purchase Order shall not be affected, without prejudice to the Parties' commitment to replace any invalid clauses with agreements that are as equivalent as possible. 

24.    Applicable Law and Jurisdiction 
24.1 These general conditions, as well as the Purchase Orders and any other agreement related thereto, shall be governed by and construed in accordance with Italian law. 
24.2 Without prejudice to any provision of mandatory law, any dispute in relation to the validity, interpretation, execution and termination of these general conditions and the relevant Purchase Orders shall be deferred to the exclusive jurisdiction of the Court of Padua.