334
import control regulations, ILTI may suspend its
obligations and the Buyer’s/end-user’s rights
until such license is granted or for the duration
of such restrictions or prohibitions. Furthermore,
ILTI may even terminate the relevant order in all
cases without incurring any liability towards the
Buyer or end-user.
Buyer warrants that it will comply in all respects
with the export, re-export and transfer restric-
tions set forth in such Export Regulations or in
export licenses (if any) for every Product supplied
to Buyer. Buyer accepts the responsibility to im-
pose all export control restrictions to any third
party if the items are transferred or re-exported
to third parties. Buyer shall take all actions that
may be reasonably necessary to ensure that no
customer/purchaser or end-user contravenes
such Export Regulations. Buyer shall indemnify
ILTI against any and all direct, indirect and pu-
nitive damages, loss, costs (including attorneys
fees and costs) and other liability arising from
claims resulting from Buyer’s or its customers’
breach or non-compliance with this Section.
Buyer acknowledges that the obligations con-
tained in the Agreement shall survive the termi-
nation of any agreement of other arrangement
under which the products, software or technol-
ogy was provided to Buyer. In addition, in the
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Agreement with any other document entered
into between Buyer and ILTI, Buyer understands
that the terms of the Agreement shall control and
be binding upon Buyer.
12. ASSIGNMENT AND SETOFF
Buyer shall not assign any rights or obligations
under the Agreement without the prior written
consent of ILTI. Buyer shall have no right to with-
hold or reduce any payments or to offset exist-
ing and future claims against any payments due
for Products sold under the Agreement or under
any other agreement that Buyer may have with
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to pay the amounts hereunder regardless of any
claimed offset which may be asserted by Buyer
or on its behalf.
13. GOVERNING LAW AND FORUM
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governed by and construed in accordance with
the laws of Italy. All disputes arising out of or in
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tempted by Buyer and ILTI to be settled through
consultation and negotiation in good faith in a
spirit of mutual cooperation. All disputes which
cannot be resolved amicably shall be submitted
to the exclusive jurisdiction of the courts of Milan,
Italy, provided that ILTI shall always be permitted
to bring any action or proceedings against Buyer
in any other court of competent jurisdiction. The
United Nations Convention on Contracts for the
International Sale of Goods shall not apply to any
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Section 13 shall be construed or interpreted as a
limitation on either ILTI’ or Buyer’s right under ap-
plicable law for injunctive or other equitable relief
or to take any action to safeguard its possibility
to have recourse on the other party.
14. BREACH AND TERMINATION
Without prejudice to any rights or remedies ILTI
may have under the Agreement or at law, ILTI
may, by written notice to Buyer, terminate with
immediate effect the Agreement or any part
thereof, in accordance with the provisions of art.
1456 of the Italian Civil Code, without any liability
whatsoever and without excluding the possibility
of asking for damages to Buyer, in the following
cases:
(a) Buyer violates or breaches:
i) obligations concerning payment as per art. 3;
ii) obligations concerning rights in software,
documentation and intellectual property as per
atr. 6;
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art. 10;
(b) any proceedings in insolvency, bankruptcy
(including reorganization) liquidation or winding
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instituted by Buyer, voluntary or involuntary, a
trustee or receiver is appointed over Buyer, or
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tors of Buyer.
Upon occurrence of any of the events referred to
above, all payments to be made by Buyer under
the Agreement shall become immediately due
and payable.
In the event of cancellation, termination or expi-
ration of an Agreement the terms and conditions
destined to survive such cancellation, termina-
tion or expiration shall so survive.
15. MISCELLANEOUS
(a) In the event that any provision(s) of these
Terms and Conditions shall be held invalid or
unenforceable by a court of competent jurisdic-
tion or by any future legislative or administrative
action, such holding or action shall not negate
the validity or enforceability of any other provi-
sions thereof. In the event that any provision of
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termined to be unlawful or unenforceable, such
provision shall be deemed severed from these
Terms and Conditions, but every other provision
shall remain in full force and effect, and in sub-
stitution for any such provision held unlawful or
unenforceable, there shall be substituted a provi-
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of the clause to the extent permissible under ap-
plicable law.
(b) The failure on the part of either party to exer-
cise, or any delay in exercising, any right or rem-
edy arising from the Agreement shall not operate
as a waiver thereof; nor shall any single or partial
exercise of any right or remedy arising there from
preclude any other or future exercise thereof or
the exercise of any other right or remedy arising
from the Agreement or from any related docu-
ment or by law.
16. INFORMATION concerning treatment of
personal data, according to Legislative
Decree Legislative 30 June 2003, n.
196 (Code of protection of the personal
data)
1. In the execution of the performances object
of the present agreement the ILTI undertakes to
treat the personal data in compliance with Leg-
islative Decree 30 June 2003, n. 196 (Code of
protection of the personal data).
2. In details, the collected data are those iden-
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domiciliation, bank current accounts and trade
information, collected by the interested, or via
public registers, lists, acts or documents know-
able from anyone. The collection of the aforesaid
data is necessary in order to accomplish the ex-
ecution of the contract.
3. The above mentioned data will be collected,
recorded, reordered and managed from the ILTI
by means of every necessary operation, also
electronically in order to exercise the rights aris-
ing out of the Agreement or to accomplish to the
relevant duties. The treatment of the data shall
be done via suitable instruments to guarantee
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4. The personal data could be communicate
to people in charge of carrying out proceeds
and payments, to bank institutes, to cessionary
creditors, to the Public Authorities or Administra-
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companies also abroad, to the marketing net
and technical assistance, to advisers, lawyers
and technicians, as well as IT companies for
electronic processors.
5. ILTI undertakes to adopt all organizational,
physical and logical measures suitable to guar-
antee, according to their knowledge and to the
technical progress for the time being, the maxi-
mum reduction of the destruction risks or acci-
dental loss also, non-authorized access, treat-
ment not concurred or not in compliance with
the purposes of the collection of the data. ILTI
undertakes, moreover, to respect the minimal
measures of safety according to Head II of the
Code of protection of personal data.
6. In relation to the foretold treatments Buyer will
have the possibility to exercise the rights pursu-
ant to art. 7 of the Legislative Decree 196/2003
as follows:
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its data;
b) to obtain the communication in intelligible
shape of the data and their origin, as well as the
purpose on which the treatment is based;
c) to obtain the cancellation, the transformation
in anonymous shape or the block of the data ob-
tained not in compliance with the law as well as
the up-dating, the correction, or amendment of
the data;
