1 Definitions, clarifications and contractual clauses
1.1
Lab: means the company Lab.Instruments srl, producer of the registered trademark products: “LabStandard®, QuE-Lab®. QuPPe®, Ion-Lab®;
1.2
Customer: means the subject, be it a company, organization or professional who accepts the supply from Lab, or who makes a purchase of Products and/or Services according to the indications on the site www.crmlabstandard.com and in Lab’s General Supply Conditions.
1.3
Products: means the products manufactured or marketed by Lab and included in the catalogue or in the e-commerce platform, such as for example: certified reference materials (CRM, RM or Analytical Standard), Proficiency Tests, synthetic products and customized preparations, biological materials, equipment, scientific equipment and instruments, materials and consumables for laboratory analysis, results, product data sheets, safety data sheets, protected data sheets and tables provided by Lab to the Customer within the scope of the contract and supply terms.
1.4
Services: means technical assistance and maintenance services, design of customized syntheses of chemical compounds, design of analysis laboratories, preparation of “working solutions”, design and preparation of “proficiency tests”, design and preparation of custom mix solutions”, including without limitation, chemical analysis service, data analysis, interpretation of results, certificates of analysis, analytical data, drafting of test reports, product certifications, staff training and training, organization of training events, internship , distribution of samples and/or services related to the Customer pursuant to the contract.
1.5
Price list: means the official price of the Lab products available on the valid official paper price lists or on the e-commerce platform present in www.crmlabstandard.com also reachable through: www.labinstruments.it. Lab reserves the right to change list prices based on the trend of procurement, production, storage and distribution costs. It will be the Lab’s responsibility to promptly communicate this so as to allow distributors and customers to be able to place orders on the basis of offers in their possession and still valid and then check for any updates or price changes by querying the e-commerce platform. If in the period between the signing of the contract and the supply, Lab were to proceed with a general increase in its prices for the Product to be supplied, it is authorized to apply the price valid on the day of supply, but the Customer is authorized to withdraw from the contract within a period of 14 days from notification of the price increase.
1.6
Quotation and price of the offered products: means the quote or offer reporting the price proposed by Lab to the Customer for that specific supply of Products and/or Services.
1.7
Selling price: means the price agreed with the Customer for the supply of Products and/or Services within the scope of a specific contract for the supply of Products and/or Services.
1.8
Prices, payment conditions and transport: unless otherwise agreed in writing between the parties, Lab applies to the confirmed contracts the prices indicated on the Site or in its catalogues and price lists, in force at the time of receipt of the order. The prices indicated do not include VAT and any other tax or mandatory service according to current legislation. Unless otherwise agreed, all prices are agreed ex-works seller’s warehouse.
1.9
Site: means web pages accessible by typing the following Internet addresses: www.crmlabstandard.com or www.labinstruments.it.
1.10
Offers: means quotations sent by the Lab to the Customer. They remain valid for the period explicitly stated in the offer and, failing that, for a period of 60 days, calculated from the date of issue of the offer itself. The prices shown in the e-commerce platform on the site www.crmlabstandard.com, are the valid ones for all markets and they are to be considered, for all intents and purposes, equivalent to an offer and/or quotation. Due to the frequent variations in the costs of raw materials and transport costs, they are updated frequently. Everyone can use the e-commerce for a quick and updated view of prices. At the same time, main customers and exclusive distributors, by using special passwords reserved exclusively for them, could view the discounted prices reserved for them.
1.11
Contract: means the agreement perfected between the Customer and Lab with the Purchase Order, confirmed by Lab; or through an Order Confirmation accepted by the Customer. The contract between the parties is governed by these General Supply Conditions of Lab which the Customer, by signing and accepting the Offer/Order confirmation, explicitly declares to accept in its entirety. Different General Supply Conditions can be defined but they must be expressly accepted by Lab in writing or by signing (e.g. public tender specifications, etc.), otherwise, they are ineffective and invalid. Supply contracts with annual validity can be reported on the e-commerce platform, allowing the Customer or the exclusive distributor to order through the e-commerce platform at the prices and conditions contractually and specifically established.
1.12
Purchase Order: means the document containing the detailed list of Products and Services requested by the Customer. Each order of Products and/or Services is deemed accepted if the net value exceeds Euro 100.00 (one hundred euros) exclusive of fiscal charges such as VAT or other applicable costs, taxes or costs relating to transport or ‘insurance. This unless otherwise specified in the offer or accepted by Lab in writing. In the event of an order, the Customer must promptly provide any information and/or documents to Lab and any other information so that Lab can process the order for the supply of the required Products and/or Services and issue tax documents in compliance with current regulations. The Customer is now aware that, failing this, the supply of the Products and/or Services by Lab could be precluded or delayed.
1.13
Purchase order placed on e-commerce platform: the Customer can purchase the Products as illustrated in the information sheets on the website www.crmlabstandard.com. The Customer, following the purchase procedures indicated on the Site itself, will be able to choose the interested Products, verify the overall value of those he intends to purchase, including the related delivery costs. For the Customer, the Purchase Order ends with the advance payment and it cannot be modified or cancelled. By following the guided procedures provided in the e-commerce platform, all Purchase Orders are exactly completed in their entirety and contain the exact identification of the Products ordered, and any other specific information and supply conditions to allow the Lab to provide the fulfilment of the order itself. In any case, considering that they are often “dangerous goods” or whose distribution is limited to “exclusively scientific use” or limited by customs laws, the Customer’s Purchase Order is acquired by Lab only as a purchase proposal communicated through e-commerce. Further checks will decide whether the order can be processed or not.
1.14
Destination addresses of the goods: delivery will be made to the address indicated by the Customer at the end of the purchase process on the Site or in the supply contract/order. The Customer, when formulating the Purchase Order, undertakes to verify that the information reported is correct and complete. Delivery will reflect the characteristics of the type chosen at the time of purchase. Any obstacle, or particular condition linked to the access routes to the indicated address, which may prevent or make the delivery less easy, must be communicated by the Customer. Please note that in pedestrian areas, delivery will take place up to the point where the vehicle has access. If not included in the delivery service specified in the Purchase Order, no porterage may be requested to the Delivery Service staff inside the customer’s home for deliveries to upper floors unless the building is equipped with suitable lifts to freight elevators.
1.15
Order confirmation: means the document issued by Lab and sent to the Customer at his email address. It reflects the order data and is valid as acceptance of the contractual proposal. The contract is considered concluded and is binding for both parties when the purchase order confirmation is sent to the Customer. The Order Confirmation will contain a summary of the order, which shows: the order details, the price of the purchased goods, the payment methods, the address where the Product will be delivered, the type of delivery chosen by the Customer the shipping costs and any additional charges, as well as any indications on the documents to be prepared by the Customer to start customs operations.
1.16
Customer materials: these are usually laboratory analysis equipment delivered by the Customer to the Lab to carry out repairs and/or maintenance, verification, certification, etc. or samples on which to carry out analyses and tests. It also includes any material and information delivered by the Customer to Lab in relation to products and/or services.
In the event that the Customer sends materials to Lab, he must ensure that they are suitable and safe, also from a hygienic point of view, for the use that Lab will have to make of them. The Customer will deliver the materials to Lab, at its own expense and risk. The Customer guarantees that each item included in its materials is correctly identified, is not dangerous, is in good condition and has not been altered or replaced. As soon as the supply of products or services has been performed, the Customer may agree with Lab the storing, retaining or returning of the materials (or part of them) to the Customer. The costs for storage, destruction or shipping are borne by the Customer unless otherwise agreed. In the case of equipment repairs, if within three months of completing the supply/service, the Customer does not accept the repair quotation or does not accept the cost of the repair carried out or doesn’t not provide specific instructions on how to return the goods, such Customer material will mean abandoned. It may be used by Lab for different purposes, or destroyed, or returned to the Customer, charging the related costs.
1.17
Responsibility: means any type of liability (including liability for acts and labours omissions ) such as: a) breach of contract; b) false declaration, illicit, omission, or negligent act pursuant to the contract or connected to the contract; c) violation of legal obligations; and/or otherwise arising in relation to the fulfilment or expected execution of the contract (also in relation to any compensation provisions, if any). In case of demonstrated liability of Lab, it is, in any case, limited to a maximum of the value of the supply in question. Lab responsibly evaluates any damage to health and the environment that could be caused by the products. To this end, it is very careful in providing, in compliance with current regulations, Safety Data Sheets for each supplied product and in labelling the products themselves with specific safety pictograms. Product safety data sheets and labels are produced in compliance with the REACH, CLP, PIC and Biocides Regulations and the European Chemicals Agency ECHA (European Chemicals Agency). The Safety Data Sheets (SDS) of Certified Reference Materials for scientific use only are provided in two languages, one of which is that of the end user. Lab provides its consultancy based on its best knowledge, on the basis of its research and experience, however, the information and answers on the suitability and use of the Products are not binding, and do not exempt the Customer from the obligation to carry out own controls and checks. If there is demonstrated responsibility for damages caused by the negligent work of Lab employees, these cannot be higher than the limits provided by the specific insurance coverage for civil liability in place between Lab and the Insurance Company UNIPOL SAI (Italy). Any other right to compensation must be considered expressly excluded.
1.18
Order processing: the order management process by Lab will be started only after verification of compliance with the payment methods indicated in the Purchase Order and/or in the order confirmation. The Customer is aware and accepts that, sometimes, some synthesis or preparation services may undergo small changes during the production and supply phase. It may be caused by the unavailability, on international markets, of raw materials suitable for the purpose even or such as to make the execution of the supply is difficult due to small, but decisive, differences in the chemical-physical properties of the components of the formulation. In the event that Lab cannot fulfill and/or complete all or part of the Services for any reason (including without limitation technical or experimental problems) it must promptly communicate to the Customer. After said communication, the Parties, in good faith, discuss and attempt to reach an agreement, to execute the Sales Contract in a manner acceptable to all by agreeing on a “Contract Review”. Lab reserves the right, at its discretion, to propose the best alternative solution possible at the time or to cancel the Service at any time and/or to withdraw from the contract without any liability on your part”. Any right or remedy provided in the contract does not prejudice Lab’s rights and remedies that are not provided in the contract itself. Lab will not be liable to the Customer for any loss, injury, damage, claim or expense of any nature arising from such inability, impediment or delay, and Lab will be entitled to extend the delivery time by a period equal to any delay.
1.19
Delays in order processing caused by the customer: in the event that Lab is not put in a position to carry out the supply, or is hindered in the execution of the Contract or part of it by the Customer (e.g. by stalling in sending the documents necessary for shipment or by delaying the payment on the basis of a pro-forma invoice, etc.), the Customer will be considered responsible, without prejudice to any other rights of Lab, and must hold Lab harmless for any losses, damages or expenses incurred by Lab in relation to the supply or failure to provide the Products and/or Services; including packaging costs, shipping planning, costs for any services, materials, fixtures or tools used, Laboratory costs, and also a percentage of profits.
1.20
Synthetic customized products and/or services: when the supply (or part of them) includes synthetic or customized products and/or services of preparations with defined concentrations, the Customer is aware that it may sometimes be difficult to perform due to small, but decisive differences in the chemical-physical properties of raw materials. In the event that Lab cannot fulfill and/or complete all or part of the Services for any reason (including without limitation technical or experimental problems) Lab reserves the right, at its discretion, to propose the best alternative solution at the time possible or to cancel the Service at any time and/or withdraw from the contract without any liability to lab. In the exceptional case Lab has no other alternative to withdraw from the contract, it must communicate to the Customer in writing as soon as possible and no extra charge will be made for the not provided Service.
1.21
Contract review: in compliance with what is reported in ISO 17034:2016 and ISO 17025:2017, even after the definition of the contract itself, due to unforeseeable technical or raw material supply problems, Lab can propose to the Customer a “reexamination of the contract”, in order to be able to substantially satisfy his needs in the shortest possible time. In the case of large orders, Lab has the right to make partial deliveries. In particular, following ongoing war conflicts, some international raw material supply channels have slowed down. For this reason, some orders may require a longer processing period than usual or contractually foreseen. In these cases, in addition to providing a “partial delivery”, Lab may propose a “Review of the Contract” to complete the supply of what is still missing which can be supplied subsequently.
The Customer, by signing the supply order and/or the contract and/or the order confirmation, immediately accepts that Lab, in the event of particular delays due to the aforementioned reasons, can unilaterally provide for partial fulfillment of the order within the contractual terms. In the event that these partial shipments include at least 90% (ninety percent) of the ordered items (considered as the number of items and not as the % of the value of the supply), Lab may consider the fulfillment of the order completed and the supply contract fully satisfied. The Customer, therefore, must confirm whether he intends to renounce delivery of the undelivered products or whether he accepts having to wait for a further shipment which will take longer. For what has been processed/delivered, a regular invoice will be issued which must be paid within the contractual terms set out in the contract, without any objections, and as the supply had been completely fulfilled.
1.22
Prohibition on assignment of the contract by the Customer: means that the Customer will not be able to assign the contract existing with Lab, or part of it, to third parties without the written approval of Lab.
1.23
Transfer of orders from the customer to the national distributor: only in the case of orders coming from Customers resident in countries where there is an exclusive distributor of Lab products (art.13), Lab may assign the contract or part of it to the exclusive local distributor (Dealer), in order to facilitate faster and more effective execution of the Sales Contract. Lab may also subcontract any Service. In the event of assignment of the contract, Lab will notify the Customer with indication of the distributor (Dealer) who will carry out the execution of the contract under the same conditions envisaged in the order sent by the Customer. Any right or remedy provided for in the contract does not prejudice Lab’s rights and remedies that are not provided for in the contract itself. If any of the contractual conditions should be considered illegal, invalid or ineffective in whole or in part, such invalidity will be limited only to said clause, without affecting the validity, legitimacy and effectiveness of the residual part of the Contract.
1.24
Totally or partial refusal of an order: for particular reasons related to the different legislation existing in the countries to which the Customer and Lab belong, some products cannot be fulfilled and some contractual conditions may be invalid or ineffective. In this case the order may be refused or processed only partially, limiting the refusal only to non-deliverable products without affecting the validity, legitimacy and effectiveness of the residual part of the Sales Contract.
1.25
Delivery and defects of the goods: Lab undertakes to provide the Products and/or Services within the agreed terms and, failing that, within reasonable terms. Lab will deliver the products, selected and ordered, to the Customer using the methods set out in the Order Confirmation via selected couriers or shippers. The different shipping methods, times and costs will be clearly defined at the time of purchase or in the order confirmation. Under no circumstances may Lab be held responsible for loss or damage to the Products caused by delays in delivery and/or customs clearance problems. In the event of non-delivery of the Products attributable to Lab, they will be replaced within a reasonable time or a credit note will be issued relating to the reference invoice for the undelivered Products.
1.26
Products with faults or defects: in the event of faults or defects in the Products supplied, the Customer must immediately report them to Lab. Any complaint for replacement or refund must be made within 8 days (eight) by the delivery and the action is barred within one year after the delivery. Lab may decide, at its own discretion, whether to replace or refund the Customer in relation to the supply of said Products. Replacement Products will be delivered within a reasonable time. All Products must be stored according to the instructions provided and any guarantee is excluded if the Customer does not prove that he has complied with all the requirements relating to the conservation and handling of the Products indicated on the product certificate.
1.27
Check the integrity of the delivered products: the Customer, at the time of delivery, has the burden of verifying that the Products supplied are in accordance with the Sales Contract, in terms of quantity and quality and that they are free from defects detectable by a summary examination conducted with ordinary diligence. Customer is required to check that the number of packages delivered corresponds to what is indicated in the accompanying document and that the packaging is intact, not damaged, nor wet or altered. As well as to verify compliance with the transport conditions (e.g. temperature) by reading sensors/indicators for this specific purpose placed outside the box. Once the courier’s transport document has been signed, the Customer will no longer be able to raise any objections regarding the quantity and quality received.
1.28
Complaints for damage due to transport: in the event of damage or non-conformity, Customer must report immediately by writing on the delivery note, an adequate reservation , and then communicating it to Lab. In particular refrigerated packages, equipped with temperature sensors, they must be checked upon delivery and, in case of anomalies, strictly follow the instructions shown next to the sensor itself. Complaints regarding defects in the Products must be presented in writing, immediately as far as they can be ascertained through reasonable checks, and in any case no later than 8 days from discovery; the relevant action is prescribed within one year of delivery in accordance with the art. 1495 cc. In case of justified complaints, Lab will supply the missing quantities or replace the defective ones. In the event that replacement is not possible, at the Customer’s choice, the Products will be withdrawn or Lab will grant a price discount . The replacement Products will be delivered in similar times to those expected for Products being replaced.
1.29
Return or risk of loss or damage to the shipment: the risk of loss or damage of Products passes to the Customer as soon as they are delivered to the carrier, even if the transport is borne by Lab and the courier has been identified by Lab. In the case of delivery is delayed due to circumstances attributable to the Customer (e.g. documents to clear the goods through customs, etc.), the risk of the perishing or deterioration of the Products lies with the Customer.
1.30
Returns: any returns must be authorized by Lab, upon written request which must be sent and received within 8 working days of delivery of the goods, together with the indication of the details of the invoice/accompanying document. In case of authorization of the return, the goods must arrive carriage paid to the address indicated by Lab, complete with any accessories, manuals, certificates, safety data sheets, etc. and in the original packaging. If the package requires refrigerated transport, the Customer must put new and suitable cooling systems inside the package before carrying out the return shipment. The returned material, obviously, must not have been used and must return to Lab in good conditions so it can be returned to the warehouse without any intervention; otherwise, the costs for rearranging the goods will be charged.
1.31
Right of reservation of domain: Lab reserves the right of ownership of the goods supplied until full payment has been made for the supply and any other sum due for any reason by the customer; from the moment of delivery, the risks and responsibilities inherent in the use of the Products supplied fall to the Customer.
1.32
Warranty and compensation: except as expressly accepted in these general conditions, all warranties, conditions, rights, obligations, liabilities, whether express or implied, provided by regulations or laws relating to the Products and/or Services (including any reference to performance, diligence or capacity or conformity to representations) are excluded from the contract, within the limits of the law. Except in the case in which Lab is responsible for negligence (1.16) in the supply of the Products and/or Services, Lab is not responsible for the use made of the Products and/or Services by the Customer, for the consultancy provided by Lab to Customer, and/or for any decisions made by the Customer or for costs incurred by the Customer as a result of the use made of the Products and/or Services. Any liability of Lab will be limited, whatever its amount, to the lower value between the value of the Products and/or Services, indicated on the invoice, and a maximum of €500.00 (five hundred Euros). Lab cannot be held responsible for loss of profit, lost earnings, loss of business and any other economic loss and will also not be liable for any complaints by third parties or for any indirect, special or consequential damage that may have caused or are connected to the Contract.
1.33
Warranties – Product defects: the data and statements relating to the Products are based on the current state of knowledge. They are communicated in good faith and according to conscience. Particular attention has been given to mitigating residual risks regarding impartiality; however, they are not binding and do not claim to be complete. To the extent permitted by law, any liability and any guarantee of the correctness and topicality of the data or statements in publications is excluded, in particular for those released with a view to future developments.
1.34
Suitability for use of the products: the Customer is the only responsible for verifying the suitability and usability of the product in compliance with national regulatory requirements or authorities. Lab doesn’t’ assume any responsibility for the use of Products in ways different from their intended use or for a use that does not comply with regulatory requirements and, in particular, after manipulation, mixing or processing operations to obtain other formulations or new products.
1.35
Changing product specifications on brochures and catalogues: photographs, drawings, dimensions, weights and all technical data reported on the Site, in the catalogues, in advertising material, in IT and electronic media have an indicative value of the characteristics of the product, but do not in themselves constitute quality promises or essentials of the products supplied and, therefore, can be modified at any time until the contract is finalized.
1.36
Product storage: all Products must be stored according to the instructions provided and any guarantee is excluded if the Customer does not prove that he has complied with all the requirements relating to the storage and use of the Products, as indicated into the accompanying product certificate.
1.37
Payment: Payment must be made by the Customer under the conditions set out in the offer. Payment is deemed to have been made when the sums are credited into Lab’s account. The Customer must make the due payments according to the Contract, without deducting any sum by way of discount, compensation or other. In the event of missed or late payment and/or forced recovery of the credit, the Customer will have to pay Lab, in addition to the due sum, legal interest, any costs incurred including legal fees and/or costs for credit recovery. Lab may retain any sum received from the Customer even under different contracts, without exceptions being raised by the Customer. In the event that the Customer fails to pay the due amount without any limitation for any action or right, Lab may terminate the contract and all other agreements with the Customer or suspend any other supply, request payment of any credit not yet due, in addition to the payment of interest accrued up to the date of actual payment. Invoices issued by Lab must be paid within the deadline indicated therein, at the creditor’s domicile, pursuant to art. 1182 cc. Advance payments are permitted. Cash payments are not permitted. To make a payment by credit card, the Customer will be redirected to the secure server of the bank chosen by Lab and equipped with 3DSecure technology; therefore, all information related to the payment (credit card number, its validity, etc.) will be transmitted directly to the reference bank. The most common credit cards are accepted, including prepaid and rechargeable ones: Visa, Mastercard, American Express and Diners. In case of payment by credit card, no supplement will be charged. If the banking institution informs Lab of any irregularity relating to the credit card used, Lab will proceed with canceling the order. Failure to comply with the agreed payment deadline entails the legal termination of the Sales Contract, pursuant to art. 1456 cc and without sending any warning to be complied with, when Lab declares to the Customer its intention to make use of this termination clause. In this case, the contract is terminated with retroactive effect, obliging the customer to return what was received, based on the rules on repetition and unjust enrichment, without prejudice to the right to compensation for damages. In all cases of late payment by the Customer, late payment interest will be due, calculated in accordance with the articles. 4 and 5 Legislative Decree. 231/2002; furthermore, the processing of Purchase Contracts in progress will be suspended.
1.38
Refunds: refunds to the Customer will be credited using one of the methods used by Lab. If the refund is made by bank transfer, it can only be finalized if the current account holder is the same person who placed the Purchase Order.
In the event of the Customer exercising the right of withdrawal, Lab will not be required to reimburse any additional costs and will credit the refund within a reasonable period from the date on which Lab became aware of the withdrawal itself. However, Lab reserves the right to withhold the refund until it has received the return of the Products and verified their state of integrity.
1.39
Intellectual property: unless otherwise agreed in writing, the intellectual property and the right relating to the intellectual property (whether registered or not), which is not attributable to third party rights, will remain with Lab. The Customer may not, without prior written consent of Lab, use, exploit, disclose to third parties or make public any of Lab’s intellectual property, acquired during the supply of the products and/or Services. The Customer may not, without the prior written consent of Lab, use, exploit, disclose to third parties what may result from confidential product technical data sheets, production procedures, statistical data, reports, certificates of analysis, data protection, copyrights, patents, models, conceptual solutions, analysis techniques, which are and remain the exclusive property of Lab. The Customer is prohibited from making copies for distribution to third parties (in particular to companies operating in the same sector economic-commercial information of the Lab and/or the Customer), of the technical data sheets, product data sheets and product certificates, in particular those of the RM/CRM mixtures, supplied to the Customer together with the products themselves. The CRM blend certificates are stamped with the Customer’s company name, so that copies cannot be made for distribution to third parties. Each certificate thus identified is unique and a copy (only the identifying reference) is periodically communicated to the competent Accreditation Body as required by ISO 17034.2016.
1.40
Registered trademarks: Lab holds the copyright on the Site and on the company management software, on some brands of product lines, on some particular formulations (Mixtures), identified with an appropriate brand or “Patent” and on any other sales document which, therefore, may not be reproduced or transferred to third parties. Unless otherwise agreed in writing, ownership and all rights in data, reports, reports, certificates of analysis, data protection, copyrights, patents, models, conceptual solutions, analyses, processes, methodologies, inventions, software, images, drawings, confidential information, and any other rights relating to intellectual property (whether registered or not), which are not attributable to the rights of third parties, will remain with Lab. The Customer may not, without the prior written consent of Lab, use, exploit, disclose to third parties or otherwise make public any of Lab’s intellectual property, which may be communicated or otherwise acquired by the Customer during the supply of the products or Services. The CRM blend certificates are stamped with the Customer’s company name, precisely to prevent third parties from making copies for improper use. Each certificate thus identified is unique and a copy (or just the identifying reference) is periodically communicated to the competent Accreditation Body in compliance with the requirements of ISO 17034:.2016 for monitoring and related controls during audits at ISO 17025:2017 accredited customers.
1.41
Confidentiality clause: the parties affirm and guarantee that: the Products will be used only for their own lawful and declared activity and not for any activity aimed at the proliferation of nuclear, chemical or biological weapons or missile technology or otherwise, in violation of any law, statute, regulation or applicable regulation; none of the parties or their assigns (affiliates, agents, directors, employees, etc.) is a sanctioned person, has violated or is violating any sanctions law; neither Party may directly or indirectly transfer to or otherwise make available any funds paid by the Parties to any other sanctioned person or country, state or territory in violation of applicable law. Each of the above statements and guarantees must always be respected, from the conclusion of the Sales Contract, until the delivery of the Products or the date of each payment. The Parties have the right to terminate the contract immediately in the event that: a) one of the parties is violating the previously mentioned representations and warranties; b) either party has reason to believe that the other party may or will breach such representations and warranties. The party responsible or potentially responsible for the reported infringement must indemnify the other party for any damages, losses, claims, penalties, costs and expenses related thereto, including legal fees and disbursements.
1.42
Sanctions clause: the parties affirm and guarantee that: the Products will be used only for their own lawful and declared activity and not for any activity aimed at the proliferation of nuclear, chemical or biological weapons or missile technology or otherwise, in violation of any law, statute, regulation or applicable regulation; none of the parties or their assigns (affiliates, agents, directors, employees, etc.) is a sanctioned person, has violated or is violating any sanctions law; neither Party may directly or indirectly transfer to or otherwise make available any funds paid by the Parties to any other sanctioned person or country, state or territory in violation of applicable law. Each of the above statements and guarantees must always be respected, from the conclusion of the Sales Contract, until the delivery of the Products or the date of each payment. The Parties have the right to terminate the contract immediately in the event that: a) one of the parties is violating the previously mentioned representations and warranties; b) either party has reason to believe that the other party may or will breach such representations and warranties. The party responsible or potentially responsible for the reported infringement must indemnify the other party for any damages, losses, claims, penalties, costs and expenses related thereto, including legal fees and disbursements.
1.43
Termination of the contract: the parties may terminate the Contract by written notice.
The termination of the Contract must take place without prejudice to the rights and obligations of the parties accrued before the termination. The provisions of this Agreement which implicitly or expressly take effect even after its termination, will continue to produce their effects even after such termination. The amount due for the products supplied before the termination of the contract must be paid regardless of the reasons for the termination itself.
1.44
Legal and regulatory compliance: the Customer accepts and undertakes to comply with all provisions of all laws, statutes, regulations, directives and/or codes of conduct in force concerning the subject matter of the Contract. The Customer must inform Lab as soon as he becomes aware, or should reasonably have become aware, of his registration on lists of unauthorized persons, at a public national or international level, including reporting to the Risk Centers kept by banking organizations. The Customer acknowledges that any reporting and/or registration in these lists is a reason for immediate automatic termination of any agreement in place with Lab. If any of the contractual conditions should be considered illegal, invalid or ineffective in whole or in part, said invalidity will be limited only to said clause, without affecting the validity, legitimacy and effectiveness of the residual part of the Contract.
1.45
Processing of personal data: The information contained in this communication and the related attachments may be confidential and are, in any case, addressed exclusively to the recipients specified therein. The dissemination, distribution and/or copying of the document transmitted by any person other than the recipient is prohibited, both pursuant to art. 16 c p. that pursuant to Legislative Decree No. 196/2003 s.m.i. If this message and the attached quote were received in error, the recipients are invited to destroy it and kindly inform Lab of the error as soon as possible by calling the number. 080.4969746 or by sending a message to fax no. 080.2121749 and confirming through a PEC to: labinstruments@pec.it.
1.46
The General Conditions contained in this document govern all supply, sales and service contracts concluded by Lab with its Customers. The clauses, conditions and other accessory contractual elements, if they modify or derogate from these General Conditions, must be prepared and accepted in writing under penalty of nullity and ineffectiveness.
1.47
Jurisdiction: the relationships governed by these General Conditions are subject to Italian law. All resolution of disputes arising from this contract and its interpretation, execution and/or resolution or withdrawal and/or cancellation will be referred to the exclusive jurisdiction and competence of the Court of Bari. The Customer is aware that the contract is not subject to the consumer code as the customer denies being a consumer as he is a professional.

Pursuant to and for the purposes of articles 1341 and 1342 cc, YOU declare that YOU have carefully read and specifically approve the following General Conditions as well as having read every indication provided during the purchase procedure. In particular, you declare to accept the provisions of the points: 1.5 List price; 1.8 Prices, payment and transport conditions; 1.10 Offers; 1.11 Contract; 1.13 Purchase Order placed on an e-commerce platform; 1.14 Destination address of the goods; 1.16 Customer Material; 1.17 Responsibility; 1.18 Order Processing; 1.19 Delays in order processing caused by the Customer; 1.21 Review of the contract; 1.23 Transfer of orders from the customer to the national distributor; 1.27 Check the integrity of the delivered products; 1.28 Claims for damage due to transport; 1.29 Return or risk of loss or damage to the shipment; 1.32 Warranty and compensation; 1.38 Refunds; 1.39 Intellectual property; 1.40 Registered trademarks; 1.41 Confidentiality clause; 1.43 Termination of the Contract; 1.47 Jurisdiction.

Customer Castellana Grotte (Italy), 06.01.2024