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Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE
  1.  
  1. DEFINITIONS

Capitalized terms in these GTCS have the meaning indicated below, unless otherwise specified, it being understood that terms defined in the singular are also defined in the plural and vice versa.

  • Customer: means any person who purchases one or more Products (as defined below) from EV.
  • GTCS: means these general terms and conditions of sale and any future new versions that may be published on the company website or that may in any case be approved and released by EV.
  • Contract: means any purchase and sale agreement concluded between EV and the Customer, including by written confirmation of the Order by EV, execution of the Order by EV, or sending by the Customer an Order in accordance with EV’s Offer.
  • EV: means the company Eigenmann & Veronelli S.p.A. with registered office in, Via della Mosa 6, Rho – 20017 (MI), VAT number 08670900151.
  • Force Majeure: means any extraordinary, unforeseeable and unavoidable event, beyond the will of the Parties and beyond their control, which prevents, in whole or in part, the fulfilment of the obligations provided for in the Contract.
  • Packaging: means the primary and/or secondary packaging intended to contain and protect the Products during handling, storage and transport.
  • Orders: means any proposal to purchase the Products sent by the Customer to EV, including following an EV Offer, in accordance with the procedures set out in these GTCS.
  • Parties: means EV and the Customer jointly.
  • Price: means the consideration due by the Customer to EV for the purchase of the Products, as agreed between the Parties and indicated in the relevant invoice.
  • Products: means all Products marketed by EV.
  • Offer: means the commercial proposal sent by EV to the Customer, containing the description of the Products, the Price, the conditions of supply and the duration of validity of the same.
  • End User: means the person who uses the Products purchased, even if not the same as the Customer.

  1. SCOPE

Unless otherwise agreed in writing between the Parties, these GTCS apply in full to all Contracts concluded between EV and the Customer, even in the absence of an express reference to them, to all Orders transmitted to EV, either directly by the Customer or through EV’s agents, as well as to all Offers. Any conditions that differ from those provided for in these GTCS (including the Client’s general terms and conditions of purchase) will be effective only if expressly agreed in writing between the Parties. EV reserves the right to communicate further specific conditions to the Client at any time, which shall prevail in the event of conflict with these GTCS, to the extent that they are accepted by the Client.

These GTCS are deemed to be known and accepted by the Client and apply in relation to any Contract concluded between the Parties, whether stipulated in writing or verbally.


  1. ORDERS

EV may, at its discretion, provide the Client with a written Offer containing the economic and logistical conditions relating to the sale of the Products, including the quantity, type, Price, delivery terms, payment methods and validity of the Offer itself.

The Order is the act by which the Customer expresses his desire to purchase the Products from EV. It can be transmitted:

– in acceptance of an Offer previously received from EV, or

– on the initiative of the Client, even in the absence of an Offer.

In any case, the Order is not binding on EV until the latter:

– has not sent a written confirmation to the Client, or

– has not executed the Order, even partially (e.g. with the delivery of the Products to the carrier).
The Order must contain at least the following information: quantity and type of Products requested, unit price (where known), date of the Order, date requested for delivery and any other element useful for the correct execution of the same.

The Order is deemed irrevocable by the Client until it is accepted in writing by EV, or until the date of written rejection by EV.

In the case of Orders that provide for partial or staggered deliveries, the acceptance or execution of a single delivery does not imply automatic acceptance of subsequent deliveries under the same conditions, unless otherwise agreed in writing between the Parties.

The Contract is deemed to have been concluded when EV sends the Client the written confirmation of the Order. In the absence of written confirmation, the Contract is deemed to have been concluded at the time EV executes the Order, by delivery of the Products to the carrier or shipper in charge. The Contract shall also be deemed to have been concluded when the Client submits an Order in accordance with the Offer received from EV.

 

  1. PRICE AND CURRENCY

The sale Price of the Products is the one agreed by the Parties from time to time and shown on the invoice.

Any price increases that may also be due to changes in taxes, customs duties, exchange rates, tax or parafiscal charges or duties occurring after the date of definition of the Price, will be entirely borne by the Client, even if not foreseen at the time of the Order. Any new Price communication or quotation by EV, if the Offer has not yet been accepted by the Client or the Client’s Order not yet issued, cancels and replaces the previous ones, unless otherwise agreed in writing between the Parties. Unless otherwise agreed between the Parties, Prices are expressed in euros, net of VAT and any other applicable tax. Invoicing will be made in euros or in another currency agreed between the Parties.

The Price includes the Packaging which, if expressly indicated in the Order, must be returned within the time and in the manner indicated by EV.


  1. PAYMENT CONDITIONS

Payment of the Price must be made by the Client within the terms expressly indicated in the acceptance of the Order, in the Offer, in the Contract or, failing that, in the sales invoice, without any delay, except as may be agreed in writing between the Parties.

In the event of late payment, interest on arrears will be payable by the Client to EV calculated at the legal rate applicable pro tempore, starting from the first day of delay and until actual satisfaction, except for greater damages.

In the event of non-payment or late payment, EV shall have the right to: a) suspend the processing of any further Orders or deliveries; b) make the continuation of the relationship subject to the full payment of any sum due (overdue or about to expire) and/or to the provision of adequate guarantees; c) declare the termination of the Contract pursuant to art. 1456 of the Italian Civil Code, with the Customer’s obligation to return any unpaid Products and with EV’s right to compensation for any damage.

Payments must be made by means of payments made out to EV only, unless otherwise agreed in writing.

Any acceptance by EV of bills of exchange, drafts or other commercial effects will be deemed to have taken place with the clause “subject to successful completion” and will not constitute novation of the original obligation.

In the event of payment in instalments agreed in writing, failure to pay, even of a single instalment, will result – at EV’s discretion – in the automatic forfeiture of the benefit of the term, with EV having the right to: a) immediately request the full balance of the residual Price, or b) terminate the Contract, with the Customer’s obligation to return the Products and EV’s right to retain the sums already paid as a penalty,  without prejudice to any further damage.

The Customer may only offset against undisputed, liquid, payable and previously acknowledged in writing by EV or ascertained by a final judgment. EV reserves the right to unilaterally modify, at any time, its payment terms and conditions, upon written notice to the Customer.

No dispute, complaint or exception raised by the Client, including regarding the quality or quantity of the Products, may justify the delay or suspension, even partial, of the payments due.

 

  1. DELIVERY

The Products are delivered by EV to the Customer in accordance with the Incoterms (2022 edition), agreed from time to time by the Parties and reported in the Offer and/or in the Order Confirmation and/or in the Contract, and/or in the invoice.

The delivery of the Products, unless otherwise agreed between the Parties, will be made to the site indicated by the Client. In this case, the choice of the carrier to which the delivery is entrusted is made by EV, which assumes the risk of damage and loss of the Products according to the agreed Incoterms.

If the Customer wishes to personally collect the Products from the warehouses where EV has stored the Products, he must expressly indicate this in the Order or notify EV in advance, agreeing on the day and time of collection. In such a case, the risk of loss or damage will pass to the Customer when the Products leave EV’s warehouses. In the event of any conflict between the provisions contained in the Incoterms and these GTCS, the latter shall prevail.

The terms of delivery of the Products are those indicated in the Offer or in the acceptance of the Order and must in any case be considered merely indicative and not binding, unless they are expressly qualified as “essential” by the Parties. It is understood that any delay in the delivery of the Products does not give the Client any right to take action for the termination, even partial, of the Contract, for compensation for damages and/or for the refusal of delivery of the Products, unless the delay is attributable to wilful misconduct or gross negligence on the part of EV. In any event, EV’s liability, if any, will be limited to the value of the Order concerned (or, in the case of split deliveries, the value of the delayed delivery). Under no circumstances will indirect or consequential damages be compensated, including but not limited to loss of profit, interruption of production, loss of opportunity or damage to image.

EV, for production needs or to find raw materials on the market, reserves the right to make partial deliveries, which will be considered valid and will not constitute a default.

Any request for a change to the place of delivery, subsequent to the submission of the Order, must be approved in writing by EV.

The transport and delivery documents may be validly signed, on behalf of the Customer, by any of his warehouse employees.

Without prejudice to the provisions of art. 15 on the subject of “Force Majeure”, which may legitimately exclude or delay the fulfilment of delivery obligations by EV.


  1. REFUSAL TO RECEIVE DELIVERY

If the Customer unjustifiably refuses to receive delivery of all or part of the Products at the place of destination specified by the Customer, or if the Customer fails to notify EV in writing, within 24 (twenty-four) hours of EV’s communication of the “preparation of delivery”, that a local holiday is scheduled for the day of delivery or there are other causes preventing delivery,  EV may, at its sole discretion, request the execution of the Contract or declare the total or partial termination of the same pursuant to Article 1456 of the Civil Code, without prejudice in both cases to EV’s right to charge the Customer for the extra costs of transport, storage, custody and storage in temporary warehouses, and without prejudice in any case to compensation for any greater damage suffered by EV.

Any liability of EV for damages, risks or deterioration in any way deriving from or inherent to the storage of the Products due to the Customer’s fault or fault is expressly excluded.

 

  1. WARRANTY

EV warrants that, on the date of delivery, the Products:

1) will comply with the technical specifications indicated in the Contract; 

2) will be accompanied by a technical data sheet, a safety data sheet or information sheet, in compliance with the applicable regulations, containing all the information required by law.

EV reserves the right to modify, at any time, the technical specifications and product sheets, even without prior notice, as part of periodic updates or to comply with regulatory changes.

Except for the warranty of conformity set forth above, no further warranties, express or implied, are made by EV with respect to the Products, including, but not limited to, any warranty of merchantability, fitness for a particular purpose, or non-infringement.

In any case and, possibly, in partial derogation, the Customer expressly acknowledges and accepts that the warranty provided by EV on the Products made/supplied by third parties may not exceed or extend beyond the warranty provided to EV by the third-party supplier of such Products.

The Customer may not assert the right to the warranty for a defect in the Product, if the characteristics of the Product are of such magnitude as not to compromise a significant decrease in value or usability of the Product itself.

 

  1. COMPLAINTS

Any complaint by the Client relating to the quantity or quality of the Products must first be raised by the Client at the time of delivery, with a written and signed note on the transport document; if such a complaint cannot be made in accordance with the procedures set out above, the complaint must be received by EV in writing, at the latest within 8 (eight) days from the date of delivery, under penalty of forfeiture.

In the event of hidden defects, they must be communicated to EV, under penalty of forfeiture, always in writing no later than 8 (eight) days from the date of discovery, or from the moment in which the defect could have been discovered by the Customer through a diligent inspection of the Products and, in any case, within 6 months of delivery.

The Client who, despite being aware of a defect, accepts the delivery of the Products may assert the right to the warranty only if he has previously communicated to EV his express written reservation regarding such defect. This communication must be given, under penalty of forfeiture, at the same time as delivery (reservation on the delivery note) or in writing, no later than the working day following delivery. It is understood that any complaints or disputes relating to the Products will not entitle the Customer to suspend or delay payment of the disputed Products, or other supplies.

If the object of delivery is liquid or bulk Products and which lose their identity following transfer or mixing, the Client loses the right to submit complaints, of any kind, after the transfer in tanks or mixing with other substances.


  1. RIGHTS OF THE CUSTOMER IN THE EVENT OF DEFECTS

In the event of complaints relating to the quality of the Products that have been promptly notified by the Client pursuant to art. 9 and acknowledged by EV as well-founded, EV, at its sole discretion, will proceed to replace the defective Products or refund the Price paid by the Customer.

EV reserves the right to a period of not less than 10 (ten) days, starting from the date on which EV acknowledges the validity of the claim to replace the defective Products.

The replacement of the defective Products or the refund of the Price are the only remedies available to the Customer. Any other form of compensation or termination of the Contract is therefore excluded.

 

  1. LIMITATION OF LIABILITY

Except in the case of wilful misconduct or gross negligence, EV shall not be liable in any way to the Customer, End Users or third parties for damages of any kind, direct or indirect, pecuniary or non-pecuniary, foreseeable or unforeseeable, however deriving from the execution, non-performance or termination of the Contract and/or the Orders, including – by way of example but not limited to – consequential damages,  loss of profit, interruption of production activity, loss of business opportunities or damage to image.

In any case, EV’s total liability, for any reason and for any reason, may not exceed the amount actually paid by the Customer for the Order subject to dispute.

Any claim for compensation by the Customer will in any case be subject to the limitation periods provided for by applicable law.

In any case, EV is not responsible for damages, of any nature and in any form, that may emerge after the use, treatment, transformation or sale by the Customer of the Products delivered.

 

  1. CONFIDENTIALITY

The Client undertakes, for the entire duration of the Contract and also thereafter:

  • to maintain the utmost confidentiality of documents, data or information of a commercial and technical nature relating to the Products, received verbally or in writing from EV (the “Confidential Information“);
  • ensure that its employees, directors, partners, collaborators who should become aware of such Confidential Information, maintain the same confidentiality;
  • refrain and ensure that its employees, partners, collaborators, directors, representatives refrain from any negative or defamatory comment regarding EV and/or the Products.

The following do not constitute Confidential Information, pursuant to the GTCS:

  • information the disclosure of which is strictly necessary to enable the performance of the Contract;
  • information for which the Client can prove that it was already in its possession on the date it was received or obtained;
  • information legitimately made available by third parties, who have received it without violating any confidentiality agreement;
  • information that is or becomes public domain for reasons other than the fault or wilful misconduct of the Customer.

This is except where disclosure of such Confidential Information is necessary under applicable law or is required by an order of the judicial or other competent authorities, upon written notice to EV.

The Client’s breach of confidentiality obligations entails the right for EV to terminate the Contract and/or suspend the execution of the Order, pursuant to art. 1456 of the Civil Code, without prejudice to the right to bring an action for compensation for any greater damage.


  1. WRITTEN FORM

Any amendment to these GTCS and/or to the provisions of the Contract and/or the Order shall be considered valid and binding only if it is made in writing.

  1. LEGAL COMPLIANCE, SANCTIONS, DUAL-USE, ENVIRONMENT AND ANTI-CORRUPTION

Customer warrants full compliance, including on behalf of its employees, agents, affiliates, downstream customers and End Users, with all applicable national, European and extraterritorial laws, rules and regulations, including but not limited to:

  • import and export control provisions, economic sanctions, embargoes and trade sanctions laws, including those enacted by Italy, the European Union, the United States, the United Kingdom, the United Nations and other relevant jurisdictions;
  • dual-use regulations, including EU Regulations No. 2021/821 and subsequent updates;
  • environmental and occupational health and safety regulations, including those relating to the proper storage, transport and handling of the Products;
  • anti-bribery provisions, including the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and similar regulations in other countries;
  • the registration, notification and authorisation rules set out in Regulation (EC) No. 1907/2006 (REACH), including requests for information from EVs relating to the use of the Products.

The Client also guarantees that:

  • the Products will not be used, sold, transferred or exported, directly or indirectly, in violation of any applicable law, nor destined for countries, entities or individuals subject to prohibitions, restrictions or sanctions, including, but not limited to, the Russian Federation, Belarus and other embargoed entities;
  • Products will not be transfered to persons on lists of persons, companies or entities restricted under the Trade Sanctions Laws;
  • no Product shall be used for the production or development of biological, chemical, nuclear or missile weapons, or for military activities, repressive computer surveillance, illicit production of narcotic substances or other prohibited uses;
  • the Products will not be intended for any use or application other than that for which they were sold by EV; otherwise, the Customer assumes all liability and legal consequences deriving from such improper use.
  • take all precautions to ensure that the transport, storage and distribution of the Products comply with good safety practices, as well as with the safety data sheets and indications provided by EV;
  • has all authorizations, licenses, registrations and notifications required under applicable laws and regulations, necessary for the import, sale, export and use of the Products, and will maintain them for the duration of the Contract;
  • shall comply with the provisions on the prevention and fight against organized crime and anti-mafia regulations, including Italian Legislative Decree No. 159 of 6 September 2011 and its subsequent amendments.

The Customer agrees to cooperate with EV for any request relating to registration or information obligations under REACH and to reimburse any costs incurred by EV for this purpose.

If, at the time of supply, there is a legal or regulatory obligation to obtain export authorizations or to register the Product, and these obligations have not been fulfilled by the Customer, EV shall be entitled to suspend or withdraw from the Contract and/or the Order, without this giving rise to any right for the Customer to compensation for damages,  even in the event of delays in obtaining authorizations from the competent authorities.

In the event that there is a prohibition on carrying out commercial activity or an obligation to register the Product that has not been fulfilled at the time of delivery, EV may withdraw from the Contract or suspend the Order.

If the Products purchased are subject to preferential tariff measures based on their origin, EV reserves the right to automatically prepare and issue a declaration, even with a non-handwritten signature, concerning the preferential origin of the Products pursuant to EU Regulation no. 2015/2447 as amended.

In the event of violation, even partial, of the obligations referred to in art. 14, Customer will indemnify and hold harmless EV, its directors, employees, representatives, and consultants, from any liability, damages, costs, expenses, charges, or legal proceedings arising out of any such violations, including monetary and criminal penalties.

EV reserves the right to suspend, modify or terminate the Contract if there are well-founded or suspected reasons of violation of the regulations referred to in this clause 14, by the Customer or by subjects attributable to it (including employees, agents, affiliated companies, downstream customers and End Users), without the obligation to pay damages.


  1. FORCE MAJEURE

Cases of force majeure include, but are not limited to, natural disasters, government measures, wars, pandemics, national strikes, riots, interruptions in transport or essential services, exceptional weather events, unavailability or shortage of raw materials or components, breakdowns or malfunctions of production facilities, as well as the inability of EV to procure the Products or related raw materials,  for reasons not attributable to EV, including non-performance or delays by its suppliers, and any other unforeseeable and/or unavoidable circumstances beyond the reasonable control of the Party affected, which objectively and temporarily prevent the fulfilment of contractual obligations.

No Party shall be held liable for the failure or delay in fulfilling the obligations arising from these GTCS, the Orders and/or the Contract, as a result of a Force Majeure event.

The Party affected by the Force Majeure event shall (i) promptly notify the other Party in writing of the nature of the Force Majeure event, (ii) keep the other Party informed thereof, (iii) make every effort to resume the performance of its respective obligations as soon as possible, and (iv) notify the other Party, as soon as possible, of the date on which it expects normal business to resume.

The Party affected by the Force Majeure event shall implement, in cooperation with the other Party, any measures that may be necessary to counteract and/or reduce the effects of the Force Majeure event. If extraordinary expenses are to be incurred in order to cope with the Force Majeure event, the Parties will agree, by means of a specific and separate agreement, on the reciprocal allocation of additional expenses. In the absence of agreement, all expenses caused by the Force Majeure event will be borne by the Party affected by the Force Majeure event.

If a Force Majeure event makes it impossible for the affected Party to perform its contractual obligations for a total period of more than 1 (one) month, the other Party shall have the right to terminate the Contract, giving 1 (one) month’s written notice to the other Party.

 

  1. PRIVACY

Pursuant to the provisions of art. 13 EU Reg. 679/16 (“GDPR”) EV, as Data Controller, informs the Customer that it will process the personal data provided by the Customer in execution of these GCTS, ensuring full compliance with all the provisions of the GDPR and the provisions of the Personal Data Protection Code (Legislative Decree 196/03).

Pursuant to the provisions of this chapter, EV declares that:

  1. The processing of data will take place in compliance with current legislation, by means of paper, computer and/or telematic supports and, in any case, by means of suitable tools to guarantee their security and confidentiality and, for the sole purposes listed below:
  • purposes connected and instrumental to the execution of the GTCS and the Contract as well as for any administrative and accounting purposes;
  • purposes related to the execution of legal obligations, regulations, EU and national legislation, as well as deriving from provisions issued by authorities entitled to do so;
  1. the data will not be disseminated to third parties and will be communicated exclusively for the purposes mentioned above, to duly authorized subjects;
  2. the provision of data by the Customer is mandatory and, therefore, the latter’s refusal to communicate the data or to allow their subsequent processing may make it impossible for EV to proceed with the contractual relationship;
  3. the Customer, as a data subject, is entitled to the protections provided for by current legislation, including:
  • right of access: pursuant to Article 15 of the GDPR;
  • right to object: pursuant to Article 21 of the GDPR;
  • right to rectification: pursuant to Art. 16 GDPR;
  • right to erasure: pursuant to Art. 17 GDPR.

To exercise these rights, the Customer may contact EV at the email address indicated in its complete privacy policy, available upon request or on its website.


  1. GOVERNING LAW AND JURISDICTION

These GTCS and all Contracts entered into between the Parties are subject to the law of the Italian Republic and must be interpreted and performed in accordance with that law, with the express exclusion of the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute, claim or legal action arising from or relating to these GTCS or in any case to the Contracts, will be the exclusive jurisdiction of the Court of Milan, with the express waiver of any other forum that may be concurrent.


  1. PARTIAL INVALIDITY, NOTICE AND ENTIRE AGREEMENT

Any nullity, invalidity or ineffectiveness, total or partial, of one or more provisions of these GTCS will not result in the invalidity of the remaining provisions, which will remain fully valid and effective. The Parties undertake to replace the void or ineffective provision with a valid and enforceable provision that achieves, as far as possible, the economic and legal purpose of the original provision.

All communications between the Parties relating to these GTCS must be made in writing and sent by registered mail with return receipt or certified email to the addresses indicated in the Order and in the Order confirmation.

These GTCS, together with any Contracts and Orders entered into between the Parties, constitute the entire agreement between the Parties in relation to the subject matter and supersede any previous understanding, agreement or negotiation, whether written or oral.

 

  1. CODE OF ETHICS AND MODEL 231

The Client undertakes to adopt conduct in accordance with the principles contained in the Code of Ethics and in the Organization, Management and Control Model pursuant to Legislative Decree 231/2001 adopted by EV, available for consultation on the EV website –www.eigver.it.

Failure to comply with the aforementioned documents, as well as the adoption of conduct that does not comply with the principles of legality, transparency, fairness and good faith, constitutes a serious breach of contract and will give EV the right to terminate the Contract pursuant to and for the purposes of art. 1456 of the Italian Civil Code, without prejudice to the right to compensation for damages.


  1. SUSPENSION AND TERMINATION OF THE CONTRACT

Without prejudice to any other remedy provided for by these GTCS or by law, EV shall have the right to suspend the execution of its contractual obligations, or to terminate by law, in whole or in part, the Contract and/or the Orders in progress pursuant to and for the purposes of art. 1456 of the Italian Civil Code, with simple written notice to the Customer, without any obligation to indemnify, if:

  • the Client is in default, even partially, of one of the contractual obligations, including the total or partial non-payment of the Price, on the agreed deadlines;
  • enforceable, insolvency, liquidation proceedings are initiated against the Client, or a moratorium or other insolvency procedure, including voluntary proceedings, is requested or granted;
  • the Client is involved in situations of insolvency, loss of creditworthiness, or reduction of financial guarantees, such as to jeopardize the fulfilment of contractual obligations;
  • the Client sells his company or business unit to third parties, or undergoes corporate transformations that involve a substantial change in his structure;
  • the Customer is involved in serious violations of the applicable regulations, including those indicated in art. 14 of these GTCS.

Notwithstanding art. 1186 of the Italian Civil Code, EV will have the right to demand the immediate payment of any sum, even if not yet due, in the event that one of the hypotheses provided for in the previous paragraph occurs. In the event of suspension of the Order pursuant to this article, the Customer shall – at EV’s request – extend the duration of any guarantee, letter of credit or other guarantee instrument that may be provided, in order to cover the new scheduled delivery date.

Under no circumstances may the Client suspend, postpone or withhold the fulfilment of its obligations to pay or accept the Products, or raise objections in compensation, without prejudice to the right to oppose only certain, liquid and payable credits previously recognized by EV in writing or ascertained by a final judgment.


  1. RETENTION OF TITLE

Ownership of the Products supplied by EV remains with EV until full payment of the Price by the Customer, including any interest and expenses. The risk of loss, damage and any liability relating to the Products shall pass to the Customer upon delivery, subject to the agreed Incoterm.

Until full payment of the Price, the Client undertakes:

  • to store the Products with the utmost diligence, keeping them intact, correctly identifiable and separated from other assets;
  • not to pledge or grant as collateral the Products;
  • to insure the Products against theft, fire and accidental damage, for a value at least equal to the Price not yet paid.

This is without prejudice to the Customer’s right to dispose of the Products in the normal course of its commercial activity, including resale to third parties, provided that this right does not affect the validity and effectiveness of the retention of title in favour of EV and without prejudice to any other warranty and custody obligation provided for above.

If the Customer resells the Products to third parties before full payment, he hereby assigns to EV – which accepts – all receivables deriving from such resale, up to the amount of the Price still due. At EV’s request, the Customer will be required to communicate the names of the assigned debtors, providing all information and documentation useful for collection.

In the event of termination or suspension of the Contract, or non-payment, EV shall have the right to access the premises where the Products are located to retrieve them, including through third parties, at the Customer’s expense.

If Customer uses or incorporates the Products into other goods prior to payment, EV will acquire joint ownership of the new goods in proportion to the value of the original Products, and Customer will retain the goods on behalf of EV, which will retain partial ownership of the goods until the payment obligations have been fully fulfilled.

 

  1. INTELLECTUAL AND INDUSTRIAL PROPERTY

The Agreement does not entail any assignment or licensing to the Customer of intellectual or industrial property rights of EV, nor of its partners or suppliers, including but not limited to: trademarks, patents, models, drawings, know-how, formulas, software, technical or commercial specifications.

The Customer agrees not to use any trademarks, distinctive signs or other intellectual property of EV without written permission, nor to file similar or confusingly similar trademarks or patents in any country.

The Customer guarantees that EV’s use of drawings, documents, materials or information provided by the Customer does not infringe the intellectual property rights of third parties, and agrees to indemnify and hold EV harmless from any damages, costs or liabilities arising from claims in this regard.


Pero, there 18th September 2025

Eigenmann & Veronelli S.p.A.