GENERAL SALES CONTRACT CONDITIONS
These general conditions of contract apply to the contractual relations between PRT and its Customers regarding Products, Systems or Services.
The Conditions, together with the Order and the Order Confirmation, constitute the entire agreement between the Parties and supersedes any prior oral or written understandings or representations between PRT and the Customer relating to the Supply.
PRT has made these conditions knowable also by:
1. making them available at each PRT office and at all authorized representatives; and/or
2. publishing them on the Internet at the PRT website www.prinatecno.com
1. 1. DEFINITIONS
: PrinaTecno Srl and its eventual successors.
: a customer who requests and/or receives an Offer from or submits an Order to PRT, and, where provided under the Order Confirmation and/or applicable laws, its eventual successors.
: the set of companies directly and/or indirectly controlled by a Party and of the companies subject with that Party to common control.
: these General Conditions of Contract.
: the overall scope of the Order Confirmation.
: the provisions of the Conditions, of the Order and of the Order Confirmation. Offer: the document which PRT submits to a Customer in order to receive an Order. Order: the document (and its attachments) signed by the Customer and submitted to PRT for acceptance whereby the Customer orders from PRT Products, Systems and/or Services. The definition of Order also covers the changes to an Order accepted by PRT after the signature of the Contract.
: the written communication whereby PRT confirms the acceptance of an Order to the Customer, thus stipulating the Contract.
: The Customer and/or PRT.
: The Customer and PRT.
: the price(s) indicated in the Order Confirmation. Product(s): the good(s) specified in the Order Confirmation. Service(s): the service(s) specified in the Order Confirmation. System(s): the system(s) specified in the Order Confirmation.
2. STRUCTURE OF CONTRACT
Unless otherwise agreed to by the Parties, the Customer agrees that each Order referring to the Conditions, and the relevant Order Confirmation from PRT, is a separate contract, legally independent from any others.
Each time the Customer submits an Order which is subject to the Order Confirmation by PRT the relevant Supply shall be subject to the further contractual conditions for Products, Systems and/or Services indicated in the Order and in the Order Confirmation which are part of the Contract.
In case of differences between the terms of the contractual documents, those contained in the Order Confirmation and in the Conditions prevail over those contained in the Order, and those contained in the Order Confirmation prevail over those in the Conditions. Any eventual general conditions applied by the Customer not expressly accepted in writing by PRT, also where indicated in the Order and/or on the reverse of the Order, shall not apply.
PRT’s Offer is valid only when transmitted in writing and for the period indicated in that Offer. No PRT agent or intermediary has the power to accept Orders on behalf of PRT. The Contract is stipulated between the Parties when PRT, after receipt of the Order, notifies the Customer in writing about the acceptance of the same by sending the Order Confirmation. Upon receipt of the PRT Order Confirmation, the Customer should verify all the information provided therein; it is considered accepted by the Customer if not challenged immediately in writing by the latter. The materials and services not expressly described in the Order Confirmation will be invoiced separately.
3. GENERAL TERMS
3.1 All the information exchanged by the Parties shall be considered non-confidential. If the Parties intend to communicate, receive, or exchange confidential information, they shall stipulate and sign a specific confidentiality agreement.
3.2 The Parties may communicate by electronic means and these communications shall be considered equivalent to a written document, having full contractual validity between the Parties, except as provided under mandatory provisions of applicable law. The identification code contained in an electronic document, albeit differing from a digital signature, shall be sufficient for the identification of the sender and the authenticity of the document.
In particular, the Parties expressly agree that any Order transmitted by electronic means will be considered equivalent to a signed paper document by the Parties, with the same compulsory and binding effect, except as provided under mandatory provisions of applicable law.
3.3. The Parties shall not undertake any legal, judicial, and/or extrajudicial action to protect their rights under the Contract, after the expiry of two years from the date of the event which entitles such action.
3.4. The transfer of the Contract within the PRT Company Group shall not require the Customer’s consent.
3.5. The Customer agrees that, at the care and expense of PRT, PRT can install on the Products/Systems any technical modifications considered mandatory by PRT (for example, those necessary for safety/security reasons). The parts removed become the property of PRT; the Customer declares that it has suitable authorization from the proprietor or holder of other rights, to transfer to PRT the ownership and possession of the parts removed.
3.6. The Customer is only responsible for the results obtained from the use of the Products, Systems or Services.
3.7. If any clause of the Contract is declared invalid or unenforceable, the remaining clauses of the Contract shall remain fully applicable and valid.
Except as otherwise agreed in writing, the Price refers to a Supply delivered ex-factory and excluding packaging, VAT, customs duties and, in general tax or financial charges connected with sale and export.
The Prices agreed do not bind PRT in the case of changes to the quantities and/or qualities of the Products to be provided and shall be updated in the case of extension of the delivery schedule for the reasons foreseen under Article 8 (Delivery Schedule) of the Conditions.
5. PAYMENT & INVOICING
The Price shall always be paid via bank credit transfer to the account designated by PRT within the contractually established dates or, unless otherwise agreed, within 30 (thirty) days from the date the invoice is issued. The transfer of sums to PRT is always at the risk of the Customer, whatever means of payment is chosen. Any agreement on or the receipt by PRT of notes or documents of credit are understood as mere facilitation for the transaction, and grants PRT the right to reimbursement of the applicable interest, costs and commissions, is subject to clearance thereof, and does not change the place of payment, which remains as indicated above. In the case of late payment, the Customer shall pay PRT interest for late payment at the rate determined on the basis of Article 5 of Legislative Decree No. 231/2002, without prejudice to any further damages. When possible according to the Supply, PRT may split the invoicing of deliveries. In this case, each delivery will be billed separately, as per the contractually established payment terms. Any complaint by the Customer, including for delayed deliveries or incomplete Supply of non-essential parts, does not give the Customer the right to suspend or delay payment.
Except as explicitly agreed otherwise by the Parties, invoicing for the delivery of Products or Systems shall be done in full at shipment. Upon specific request of the Customer, the material furnished for the execution of works may be invoiced simultaneously with the execution and invoicing of the same.
In the case of labor services or on-site activities paid as consumed, PRT shall issue the relevant invoice simultaneous to the receipt of the PRT personnel time cards duly countersigned by the Customer.
6. SUSPENSION OF DELIVERIES
If the Customer fails to make one or more payment at the due date, or if it fails to fulfil any of its contractual obligations, then PRT has the right to suspend deliveries. After the completion of the Contract PRT may also suspend deliveries in the case where the Customer’s economic conditions change substantially, as in the case of one or more protests of bills, enforcement proceedings, establishment of pledges and/or mortgages, applications for temporary receiverships, composition with creditors, or termination of business.
7. LIMITATION OF LIABILITY
Without prejudice to the mandatory provisions of law, the liability of PRT towards the Customer for direct damage under the Contract, any other kind of damage, and for any other existing form of damages and/or compensation envisaged by law and/or these Conditions and/or the Contract cannot in aggregate exceed 100% of the Price.
Without prejudice to the mandatory provisions of law, PRT shall not be required to compensate the Customer for loss of profits and/or any indirect and/or intermediate damage. In example but not limited to the following, PRT shall not be required to pay damages for loss of sales, loss of profit, loss of contract, and failure of the realized work to perform.
In any event, PRT shall not pay the Customer any damages that the Customer might be obligated to pay third parties for any reason.
In the case of a dispute over interpretation, the provisions of this article shall prevail over any eventual contrary other provision contained in the Conditions and/or the Contract.
8. DELIVERY SCHEDULE
The delivery dates run from the date of the latest among the following events:
- from the date of the agreement between the Parties on all the delivery conditions.
- from the receipt by PRT of the advance payment for the Order, where foreseen.
- from the receipt by PRT of the technical data from the Customer or third parties designated thereby or from the approval of the PRT’s executive drawings and plans by the Customer, where foreseen.
- from the receipt by PRT of the materials which must eventually be provided by the Customer or by a third party designated thereby.
- when the Customer receives authorization to import the material(s) or to make the payments, where applicable.
To calculate delivery dates, weeks of 5 (five) working days, excluding public holidays, are considered. The delivery dates indicated are considered automatically extended in the case of unforeseen events for a period of time equivalent to the duration of the event itself. PRT will not therefore be liable, in any case and for any reason, for any direct or indirect damages caused by the delivery of materials later than the date indicated; the Customer, however, accepts delivery of the material ordered also after that date. The delivery date is further extended if the Customer does not perform its contractual obligations on time and, in particular:
- if payments are not effected timely.
- if the Customer does not provide the data necessary at the schedule time before or during processing.
- if the Customer requests changes during the processing of the Order.
- if the Customer delays delivery of material before or during the processing of the Order.
If delivery is not made for any reason due to events independent from PRT, the delivery is considered as made to all effects upon simple notice of completion of Supply.
By delivery date the Parties mean the date of issue by PRT of notice of goods ready or notice of shipment to the Customer, or consignment to the carrier or shipper indicated thereby in the Order, or in the notice of goods ready for testing.
9. DELIVERY – PACKAGING – SHIPMENT AND TRANSPORT
Except as otherwise agreed in writing, PRT delivers its Products and/or Systems ex-factory, by delivery of the same to the Customer or to a third party engaged thereby in time. Otherwise, the Customer authorizes PRT to select and appoint, on behalf of the Customer, a carrier or shipper, holding PRT harmless from any liability for the selection. The Products and/or Systems are always transported at the expense of the Customer and are not insured against risks deriving from transport, unless upon written request from the Customer contained in the Order with which the Customer undertakes to pay the relative costs. If the Customer fails to pick up the Products and/or Systems, PRT has the right to charge 1% (one percent) per month of the invoice value for storage costs (further to what is stated for late payment). Storage is provided at the Customer’s risk. The Customer is obliged to check the Products and/or Systems and report any eventual shortages/deficits before accepting delivery by the carrier and, thus, before signing the transport document for receipt. Any eventual latent defects must be notified to the carrier by registered letter, copied to PRT, within eight days of receipt of the Products and/or Systems. Otherwise the Customer loses its associated rights. The return of Products/Systems or packaging is not accepted without the prior written consent of PRT. In this case too, the Products/Systems are transported at the Customer’s own risk and expense.
The exclusion of packaging, in the case of goods for which it is normally used, or the use of special packaging, must be expressly requested by the Customer when placing the Order. PRT uses standard packaging materials and procedures, remaining explicitly discharged of any and all liability related to eventual faults and/or damages deriving from the packaging which, due to force majeure, the materials may suffer or cause during transport.
The material is always transported on behalf of the Customer and at the risk and liability thereof, also in the case of returns. The Customer must notify PRT of the necessary instructions for shipment and any other related measures, where PRT by contract is charged of this obligation; otherwise PRT will handle the shipment at the Customer’s expense, without taking any liability.
10. LIQUIDATED DAMAGES/DELAYS IN DELIVERY
Liquidated damages for delay are applicable only if expressly indicated in the Order Confirmation. Where PRT, in the case of delay, is required to pay liquidated damages in accordance to Article 1382 of the Italian Civil Code, the same shall be the sole remedy available for the Customer, thus expressly excluding reimbursement of any further damages. Liquidated damages are not due when the delay in the performance is attributable to an unforeseen circumstance or to an event not related with the direct responsibility of PRT. Liquidated damages shall be due only when the Customer has notified PRT by registered letter about its intention to apply the same and shall be due and applicable only from the date of receipt by PRT of such notification. In any case liquidated damages are not applicable where not demanded within 10 (ten) days from the delivery of the delayed Supply.
The Customer expressly renounces to set off the amounts due as liquidated damages with other sums due to PRT.
11. TRANSFER OF RISKS
The title of the Supply, and the related risks, shall pass to Customer from the day of delivery of Supply to the Customer directly or to the carrier, also where delivery is free of carriage or if assembly is included, or where transport is charged by PRT.
If shipment is delayed or becomes impossible due to reasons not attributable to PRT, the Supply remains in storage at the expense, risk and liability of the Customer.
12. FORCE MAJEURE
Force Majeure” shall mean any event beyond the reasonable control of the Parties, and shall include, without limitation, the following:
(a) war, hostilities, or warlike operations whether declared or not, munitions of war,
(b) rebellion, revolution, insurrection, riot, civil war, civil commotion, and terrorist acts,
(c) confiscation, nationalization, mobilization, commandeering, sanctions, blockade, requisition or any other act or failure to act of any local state or national government authority,
(d) strike, sabotage, lockout, embargo, blockade, industrial dispute, shipwreck, shortage or restriction of power supply, epidemics, quarantine, and plague,
(e) natural catastrophes such as earthquake, storm, fire, flood or inundation, tidal wave,
(f) munitions of war, explosive materials, ionizing radiation or contamination, nuclear and pressure waves, except as may be attributable to the Party’s use of it
(g) actions or omissions by any state authorities, prohibition on exportation or importation of material or equipment or services.
If a Party is prevented, hindered or delayed from or in performing any of its obligations under the Contract by Force Majeure, then it shall give notice to the other Party and shall be excused performance of such obligations for so long as such Force Majeure prevents it from performing them. Force Majeure shall however not apply to any obligation of the Customer to make payments to the Contractor herein.
If the Contractor suffers delay and/or incurs cost by reason of such Force Majeure, the Contractor shall be entitled to an extension of time under the Contract including time required for demobilization/remobilization and if the event of Force Majeure occurs in the country where the Site is located, payment of any such cost.
If the performance of the Contract prevented, hindered or delayed for a single period of more than sixty (60) days or an aggregate period of more than ninety (90) days on account of Force Majeure either Party may terminate the Contract as provided
13. TECHNICAL DOCUMENTATION
The Customer acknowledges to have been informed about the safety rules relevant to use of the Products.
PRT reserves the right to apply, at any time, such non-substantial modification to its Products or Systems as it shall consider appropriate, informing the Customer however if these can have an impact on the installation of the same.
If the Customer proposes technical modifications to the PRT scope of supply, as indicated in its Offer or in the designs submitted, in such that a way that the same have mandatory application, there must be full written agreement between the Parties both on the variations or modification that may cause in the Prices, and on the delivery date established previously. The presentation of proposed modifications does not suspend the validity of the Contract.
The Customer has the right and the duty to notify, in due time, the intention of attending, at its own expense, routine tests of the materials at the PRT’s factories. In such event, PRT will notify the Customer with sufficient warning, the date on which the tests will be executed: if the Customer is not present on such date, the tests will be executed in any case and the results notified thereto.
When the Customer requires and PRT accepts further unplanned tests, these shall be at the Customer’s expense.
No later than 30 (thirty) days from completion of the works by PRT, the Customer, if so agreed, may request the inspection of materials at its premises or at the installation site, to verify their regular operation.
In this case, all the relevant costs, including travel, labor, transport of the inspectors, shall be borne by the Customer; these tests are executed at the Customer’s risk and liability, which must also take responsibility for the complete safety of the workplace, also as required by Article 26 below.
Once these tests are positively completed, or the aforementioned period has expired without the Customer requesting the said tests, the Supply is considered accepted by the Customer.
Where, at these tests, the Supply is found not to comply with the Contract, PRT shall be put in the position to eliminate the deficiencies as soon as possible. The repair of such defects constitutes the only remedy which PRT shall be required to implement, with express exclusion of the further damages or the termination of the Contract.
Except as otherwise agreed, the installation of devices and assembly of components and, more in general, of the Supply are executed at the care and expense of the Customer.
Upon request of the Customer, the installation may be ordered from PRT at the Prices indicated at the date of request. The Customer must prepare the necessary works and connections in good time and provide all the hook-ups and preparation as necessary, including the safety of the premises where the installation is to be executed.
16. WARRANTY – CLAIMS
PRT guarantees the Supply according to the applicable law. Upon expiration, the warranty expires even if the devices have not been operated for any reason. In the case of faults, as long as this does not depend on assembly errors by the Customer or third parties, on incorrect use of the materials, lack of or incorrect maintenance, normal wear and tear, faults caused by inexperience or negligence by the purchaser or by transport, by the improper storage of the materials, or failure by the Customer to adopt measures to reduce eventual dysfunction, overload with respect to the contractual limits, by unauthorized intervention, by tampering or action effected by the Customer, to force majeure, PRT will, throughout the warranty period, repair or replace any defective part of Supply free of charge at its premises. No activity whatsoever (including repair or replacement) will be carried out by PRT outside its premises. Repair or replacement will be executed only if the Customer has performed all its obligations to that date.
The Customer may not suspend performance of the obligations in any case in which this warranty is invoked. The term for the repair or replacement of the faulty Supply will be agreed by PRT and the Customer. The shipment of any Supply claimed to be faulty by the Customer to PRT’s premises and subsequently by PRT to the Customer, shall be at the risk and under the responsibility of the Customer, who shall arrange adequate insurance coverage. The Supply repaired or replaced is shipped at the expense and risk of the Customer. Any dispute about a shipment has no effect on the remainder of the Supply. The Products replaced by PRT become the property of PRT.
The warranty period is 12 months from delivery of the Supply, even when the Supply has not been placed in service. Any claim regarding the Supply, machinery, plant or components not compliant with the specifications or the contractual documentation must be raised in writing, within a maximum term of 8 days from delivery, when the time limit for action expires. In the case of Systems, this term is 60 days from execution of the disputed service when the time limit for action expires.
In the case of latent defects, the terms indicated above run from the date of discovery. Once the warranty period has expired claims are not accepted, even for latent defects. Where the claim is timely and justified, PRT’s obligation is limited to replacement of the goods found not in compliance or repetition of execution of the non-compliant service, excluding all rights to the Customer to seek termination of the Contract and/or compensation of damages. With reference to the provision of spare parts, PRT reserves the right to provide material either from the original supplier or from equivalent supplier.
17. EXPRESS CANCELLATION CLAUSE
In accordance with Article 1456 of the Italian Civil Code, PRT may terminate the Contract upon the occurrence of any of the following events:
- non-payment by the Customer by the terms agreed in the Price and/or the relative variations of the same foreseen at Article 4 of these Conditions.
- non-compliance with Article 24 entitled “Business Ethics”.
- non-compliance with Article 26 entitled “Activities at the Customer’s premises - safety at work” and the provisions in matters of occupational health, safety and hygiene, and environmental protection, with specific but not limited reference to Legislative Decree no. 81/2008, as amended.
- failure to respect the limitations and obligations envisaged at Article 20 entitled “Export Control”.
- non-compliance with the provisions of Article 19 “Intellectual Property Rights”.
PRT shall notify the Customer of its intention to terminate the Contract with formal notification by registered mail. The termination of the contract will be effective from the date of receipt by the Customer of such a letter.
Each Party, before the termination of the Contract, shall give a formal notification to the other Party to remedy the non-performance within a minimum period of 30 days, pursuant to Article 1454 of the Italian Civil Code. In any case, the Customer may not terminate the Contract if PRT has started to remedy before the expiry of the term indicated above and, thus continued in good faith to execute the Contract with due diligence.
19. INTELLECTUAL PROPERTY RIGHTS
The Parties do not grant each other the right to exploit their brands, commercial names or other denominations (or those of their respective Company Groups) in any type of publication, including advertising, without the prior written consent of the other proprietor Party.
Each Party grants the other only the licenses and rights expressly specified in the Order Confirmation.
All data, information, documents, as well as the intellectual property rights whether registered or not (hereinafter collectively indicated as the "Documentation"), in whatever form transmitted, remain the sole and exclusive property of PRT and are supplied to the Customer only for the performance of the Contract.
The Customer shall not use the Documentation received for reasons other than those foreseen under the Contract; the Customer shall not communicate to third parties, reproduce or license the Documentation received without the explicit prior written authorization of PRT.
The Customer shall return the Documentation received to PRT along with all copies (if any) upon simple request from PRT whenever the said Documentation is no longer necessary for the performance of the Contract and/or of for the use of the Supply, except as otherwise agreed by the Parties.
If the Customer intends to use the Documentation provided and the relevant Supply to incorporate the same in other goods/documents, the Customer shall be responsible to ensure that in the use to be made thereof, the industrial property rights of third parties are not breached and exclusively assumes full liability for the consequences deriving from any possible violations, keeping PRT fully indemnified from/for of all kind of liability.
In any case, if the Contract is executed by PRT on the basis of the Customer’s specific technical documentation, PRT assumes no liability for any eventual violation of the industrial property rights of third parties and the Customer shall keep PRT fully indemnified from/for of all kind of liability.
20. EXPORT CONTROL
The Customer agrees not to disclose, use, export, or re-export, directly or indirectly, the Supply except in compliance with all applicable export control regulations. The Customer also represents and warrants that the Supply will not be used, directly or indirectly, for military or nuclear applications, for the design or production of chemical or biological weapons or precursor chemicals for such weapons; for the design or production of nuclear weapons; or for the design or production of missile delivery systems without PRT prior written consent.
If required for delivery to the Customer, PRT shall apply for an export license from the appropriate national export control authorities, but only after the Customer has provided any documentation required from it for the license application. The Customer shall furnish such documentation within a reasonable time. Any delay in obtaining such license shall suspend performance of the Contract by PRT. If an export license is not granted or, once granted, is thereafter revoked, or modified by government authorities, the Contract may be canceled by PRT without liability for damages of any kind that result from such cancellation. The Customer shall provide PRT an export control letter of assurance or end-user statement in a form satisfactory to PRT.
During the life of the Contract, the Customer also agrees not to export, re-export, or otherwise supply the Supply, directly or indirectly, to any of the countries, entity, or individual that is subject to restrictions under applicable national or multilateral sanctions programs.
The supply of imported goods and/or goods for export, in case of non-Italian customer, is possible only after obtaining the necessary authorization from the competent government authorities.
PRT shall be entitled to reject the pick-up of the PRT goods by a freight forwarder not approved by PRT.
21. GOVERNING LAW AND JURISDICTION
The Contract is governed by Italian law. Any dispute regarding the validity, interpretation, execution and/or termination of the Contract, the Conditions, the Order, and/or the Order Confirmation shall be referred to the exclusive jurisdiction of the Court of Milan, Italy.
In any case, the Vienna Convention on Contracts for the International Sale of Goods of 1980 shall not apply to the Contract.
PRT has the right to withdraw from the Contract upon the occurrence of any of the following events:
- changes in the ownership or the company structure thereof.
- within thirty (30) days after an event of force majeure in accordance to Article 12 “Force majeure”.
In the case of termination, the Customer shall return to PRT the designs, drawings and technical documentation owned by the latter, with no right to indemnity or compensation of any kind.
PRT shall notify the Customer of its intention to withdraw from the Contract by sending a registered letter.
Termination shall be effective from the date of receipt of such notice.
23. DATA PRIVACY
PRT hereby acknowledges that, under and for the effects of Article 13 of Legislative Decree no. 196 of 30 June 2003, the data provided by the Customer shall be processed solely for contractual purposes and for the fulfilment of the related legal requirements, including tax or accounting requirements. The information shall be processed using both electronic and manual recording systems, and in any case shall be stored in secure environments. Processed data and information may be disclosed to third parties operating in Italy or abroad, solely for the purposes specified above.
Processed data and information shall not be distributed.
In accordance with the above-mentioned law, PRT acknowledges that the Customer may exercise the rights provided under Article 7 of Legislative Decree no. 196 of 30 June 2003, at PRT's headquarters, by contacting the PRT Group’s Data Privacy Department at the following email address: firstname.lastname@example.org
In accordance with the above-mentioned Article 7, the Customer is entitled to receive information about the existence or not of any personal data concerning it, whether or not already recorded, and to have such data provided to it in intelligible form. The Customer is also entitled to be informed of: the source of its personal data; the data processing purposes and methods; the logic used in the case of electronic processing, and information identifying the data controller and the entities or categories of entities to which its personal data may be disclosed.
The Customer is also entitled to have its recorded data updated, corrected or, if interested therein, supplemented; to require the deletion, transformation into anonymous form, or blocking of data illegally processed, including those that are not required to be maintained for the purposes for which they were collected or subsequently processed; and to receive a statement certifying that the aforesaid operations have been notified, as to their form as well as contents, to the parties to whom the data have been disclosed or distributed.
24. EXECUTION OF ORDINARY AND SPECIAL MAINTENANCE
The activities of installation, commissioning rollout, maintenance and repair may be executed solely by PRT personnel or by personnel adequately trained and authorized by PRT in compliance with all safety rules. Where PRT is not engaged for the installation, commissioning roll out, maintenance and repair work, PRT cannot, in any way guarantee that the Products/Systems supplied by PRT are fit for use.
25. ACTIVITIES AT CUSTOMER’S PREMISES - SAFETY AT WORK
In the case of activities at Customer’s premises, the Customer is required to provide to PRT with all the following:
- the full safety of the plant at Customer’s premises and/or of the Customer site at which PRT activities are to be undertaken.
- free access, sufficient space as well as, in general, whatever may be necessary and possible, so that PRT may perform its duties and, in particular, the supply of electrical power and the availability of lifting equipment for the use of the equipment necessary for the execution of the activities at Customer’s premises.
The Customer shall also give PRT prior notice of all the risks present in the work area and implement and guarantee all related and necessary prevention and protection measures and the emergency plans, so that PRT personnel is not exposed to the said risks and dangers and so that health and safety at work is adequately safeguarded.
The Customer shall notify PRT in writing, in the name of its Safety Manager responsible for the activities to be undertaken and responsible to meet the PRT personnel before the beginning of the operations.
In the interest of both Parties and in order to provide safe working conditions, before activity begins the Customer must provide PRT personnel with all information regarding the Customer and the safety conditions in the areas and of the plant where they are to work.
PRT personnel may refuse to begin the activities until they are adequately informed on the safety conditions.
In any case, it is the Customer’s duty to prevent PRT personnel from accessing the Customer’s site and the relative plant until full completion of all the operations intended to assure the absolute safety of work on the plant or part of the plant involved in the operations. PRT operations shall always be performed with the continuing assistance of the Customer’s expert personnel and with the use of all protection devices, including special equipment suitable for safeguarding health and safety.
In the case of accident or injury to PRT personnel, the Customer shall grant PRT free access to the accident site to ascertain the relevant cause(s).
26. ITALIAN LAW 136/210
Before the signature of the Contract, the Customer shall inform PRT if the Contract itself is subject to the provisions of the Italian Law 136/2010 and subsequent amendments and integrations.
In this case, before the signature of the Contract the Customer shall notify to PRT the so called Codice Identificativo di gara (GIC) and, if required, the so called Codice unico di Progetto (CUP).
Furthermore, in this case, whatsoever financial transfers relevant to the Contract performance shall:
i) be done exclusively through bank or postal transfer or through Ri.Ba. (electronic bank receipt)
ii) be identified by the GIC code and, if required, by the CUP code CUP.
The Customer is hereby acquainted that, in the absence of the above information within the abovementioned deadline. PRT shall be unable to fulfil the obligations provided for by Italian Law 136/2010 in respect both of the Customer and of the subcontractors eventually utilized by PRT to perform the Contract with the Customer.
The Customer shall be the sole responsible for any consequences deriving from the absence of the above information within the abovementioned deadline and shall indemnify and keep PRT harmless from any damages or consequences.
27. COVID-19 CLAUSE
The Parties are aware of the current outbreak of the Coronavirus worldwide which is or may impact normal business and execution of this Contract. The Parties agree that PRT is entitled to any potential cost compensation, time extension, or other reasonably required contract adjustments, if any consequences whether directly or indirectly resulting out of, or in connection with the coronavirus outbreak, lead to delays in delivery of goods or provision of services or otherwise affect PRT’s contractual obligations or duties.
Milan, January 2020