activities related to work performed by or for
Ilti prior to such suspension.
(e) The rights of Ilti pursuant to this section
18 will be in addition to any other rights and
remedies Ilti may have at law or in equity. In
the event of termination of an Agreement,
the terms and conditions destined to survive
such termination or expiration will so survive.
Termination will not affect the rights of the
Parties accrued up to the date of termination.
19. GOVERNING LAW AND FORUM
(a) The laws of Italy govern all Agreements,
Offers and these Terms, without regard to
conflict of law principles. Any legal action or
proceeding arising out of or in connection
with an Agreement, an Offer or these Terms
that cannot be settled through consultation in
good faith within thirty (30) days after notice
from either Party that a dispute exists, will
be brought exclusively in the courts of Milan,
Italy, provided that Ilti will always be permitted
to bring any action or proceedings against
Customer in any other court of competent
jurisdiction. The United Nations Convention
on Contracts for the International Sale of
Goods will not apply.
(b) Nothing in this section 19 will be construed
or interpreted as a limitation on either Party’s
right under applicable law to seek injunctive
or other equitable relief, to take any action to
safeguard its possibility to have recourse on the
other Party or to bring action or proceedings
in relation to any failure to pay any amount as
and when due.
20. PRIVACY AND USE OF DATA
(a) Each Party shall comply with all applicable
data protection laws. Unless agreed otherwise
by the Parties, Ilti (or its subcontractors)
will not process information relating to any
identified or identifiable natural persons
(“Personal Data”) for Customer or on
Customer’s behalf.
(b) Customer acknowledges and agrees that Ilti
and its affiliated companies (or their respective
subcontractors) may collect information and
data generated from Products and Services
(including any third party product, service
or system provided in conjunction with the
Product and/or Service) and/or the use thereof
(“Usage Data”). Ilti is entitled to use the Usage
Data, free of charge, at any time during the
term of an Agreement and afterwards, in its
sole discretion for any purposes whatsoever,
including to aggregate or compile Usage Data
with other data, create IPR or derivative works
of or modify or adapt Usage Data to provide,
maintain, and improve products and services,
and to develop new products or features or
services.
21. MISCELLANEOUS
(a) The invalidity or unenforceability of any
provision of these Terms or an Agreement will
not affect the validity or enforceability of any
other provision thereof, all of which will remain
in full force and effect. In the event of such
finding of invalidity or unenforceability, the
Parties shall endeavor to substitute the invalid
or unenforceable provision(s) by such effective
provision(s) as will most closely correspond
with the original intention of the provision(s) so
voided. At reasonable notice, Customer shall
assist Ilti in verifying Customer’s compliance
with the Agreement.
(b) Any right of Ilti set out in these Terms will
be without prejudice to any rights or remedies
Ilti may have under the Agreement or at law
or in equity. Customer acknowledges that Ilti
Luce Srl and any of its affiliates are intended to
be third-party beneficiaries for purposes of all
benefits under, and may enforce the provisions
of the Agreement, including these Terms,
where applicable. The failure or the delay of
either Party to enforce any provision of these
Terms or an Agreement will not constitute a
waiver of such provision or a waiver to enforce
it.
(c) The terms of an Agreement (including
these Terms and any other terms and
conditions forming part thereof) state
the entire understanding and agreement
between the Parties as to the sale of Products
and performance of Services under that
Agreement and will supersede any prior
promises,
agreements,
representations,
undertakings or implications whether made
orally or in writing between Ilti and Customer
with respect to the subject thereof. The Parties
expressly acknowledge that, in entering into
an Agreement, no reliance has been placed
on any representations which have not been
incorporated as part of that Agreement. No
variation to an Agreement will be binding upon
either Party unless made in writing and signed
by an authorized representative of each of the
Parties.
(d) Prices and terms are subject to correction
for typographical or clerical errors.
22.
TRACEABILITY
OF
FINANCIAL
FLOWS
(a) If a public tender is awarded to one of
the Parties (“aggiudicazione di procedura ad
evidenza pubblica”), pursuant to Article 3 of
Italian Law 136/2010 as amended from time
to time, the Parties assume all the obligations
of financial flows’ traceability, otherwise this
agreement will be considered as null and void.
(b) The Parties also undertake to notice the
contracting authority and the competent
“prefettura-ufficio territoriale” about any
non-fulfilment of the obligations mentioned
under letter (a) above.
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