GENERAL TERMS AND CONDITIONS OF PURCHASE
The General Purchase Conditions for the Company are defined below NAVAL EGT S.r.l. Registered office: Via Pietro Castellino 45 – 80128 Naples Fiscal code, VAT number and Company Register number at the C.C.I.A.A of Naples: 09454761215 R.E.A. NA-1033254 www.navalegt.it – PEC firstname.lastname@example.org
1. Amendments – Notice
No amendment, modification or supplement to this Agreement / Purchase Order will be binding except in writing, signed by an officer or authorized representative. All notices under this Agreement / Purchase Order must be in writing and addressed to the Buyer or Seller, as applicable, and addressed to the person specified at the front of this Agreement / Purchase Order. </ P >
Neither this Agreement / Purchase Order nor any interest under it may be assigned by the Seller without the prior written consent of the Buyer. In such event, the Buyer must promptly provide a signed copy of such assignment. Payment to an assignee of such claims will be subject to compensation or reimbursement for any present or future claim or claim the Buyer may have against the Seller, except to the extent that such claim may be expressly waived in writing by the Buyer. The Buyer shall at all times have the right to make a direct balance and / or price adjustments with the Seller under the terms of this Purchase Agreement / Order, notwithstanding any assignment of credits for amounts due or which become payable under the terms of this document and without notice to the transferee.
The captions used in this Agreement / Purchase Order are not part of this Agreement / Purchase Order and are for your convenience only and do not affect the meaning or interpretation of any of its provisions.
4. Compliance with laws
Seller agrees that all work performed in connection with this Agreement / Purchase Order and that all goods supplied under this Agreement / Purchase Order must comply with all laws, regulations, ordinances, proclamations, requests, requirements and applicable European, federal, state and local executive orders, and any amendments thereto which may now or later govern the performance below, all of which are incorporated herein by reference. Seller warrants and agrees that it has used and will continue to use due diligence to ensure that during the performance of this Agreement / Purchase Order no officer, employee, agent or other representative of the Seller has made or will make payments in violation of any Law o European, federal, state or local regulation and all related amendments. Without in any way limiting the foregoing, Seller agrees to abide by all laws, regulations, rules, directives and general views of European federal, state and local attorneys and their equivalents that require registration and record keeping. to the employment of individuals. The Seller must provide proof of compliance as the Buyer may request an agreement to indemnify and hold himself harmless and defend the Buyer against any claim, action or similar arising from the Seller’s failure to comply.
The Seller, in the course of working under this document, will be exposed and will have access to information and data, which are considered proprietary information of the Buyer and / or the Buyer’s customer. The Seller agrees that the Seller, its agents and / or employees shall not, during the term of this Agreement / Purchase Order or after its expiration, disclose to third parties any information that the Seller may acquire from or about the Buyer or its client or any information relating to the Buyer’s or his client’s business; and the Seller will not use this information or data to its own advantage. This restriction is not intended to extend to any information that is in the public domain or is made public by the Buyer. In the event of a breach by the Seller, the Buyer will have the right to bring an action for an immediate injunction (without detachment of obligations) to order the Seller to violate this Agreement / Purchase Order. Nothing in this clause will waive any other rights or remedies that the non-violating party may have against the non-compliant party.
6. Delivery and schedule
Buyer’s operations, maintenance activities and production schedules are based on the agreement that the goods or services will be delivered to Buyer or otherwise performed by the date specified on this Agreement / Purchase Order. Time is of the essence in the performance of this Agreement / Purchase Order and the Seller agrees that it will complete all work or deliver replacement parts or goods no later than the date indicated in this Agreement / Purchase Order. If the Seller fails to deliver or provide timely performance, the Buyer has the right to cancel, purchase elsewhere and / or hold the Seller liable for any additional costs, charges, commissions and damages incurred by the Buyer in addition to all other remedies available by law. Partial deliveries are also not permitted. Seller shall properly pack, mark and ship in accordance with its normal procedure, common carrier requirements and any Buyer’s written instructions. The buyer’s purchase order number, part numbers and seller’s packing slip number must be indicated on all invoices, packing lists, bills of lading and other necessary shipping documents. The seller will guarantee the cheapest transport available in line with the requested service. The delivery of goods or services will not be considered complete until the goods are actually received and accepted by the Buyer or his representative. Notwithstanding any agreement for the payment of freight, transport costs, payment or advance on account, title and risk of loss or damage will be borne by the Seller until the acceptance of the goods by the Buyer or his representative. The buyer’s statement will be accepted as final and conclusive on all shipments. At the Buyer’s discretion, items delivered in error may be returned at the Seller’s expense. The Seller will be liable in all events for all goods short delivered or damaged at the delivery point specified in the Contract / Purchase Order. The Seller will be liable beyond this point if the delivery point specified for the purchase order has been designated by the Seller. Seller agrees to assist in tracing lost or delayed shipments at Buyer’s request. Without relieving the Seller of its obligations and / or responsibilities under this document, the Seller shall immediately notify the Buyer in writing of any anticipated or actual delay in deliveries and / or completion as defined in the Contract / Purchase Order in question and its cause and the proposed remedy. The Seller will continue to keep the Buyer informed and will take all reasonable steps to remedy, mitigate and / or eliminate the cause of the delay. Failure to notify the Buyer of such delays will constitute default by the Seller. If the Seller is carrying out work on the Buyer’s premises or on vessels owned by the Buyer or in the custody of the Buyer, the Seller will be represented during all business hours on the site or on the ship by competent supervision acceptable to the Buyer. , who will be authorized to act on behalf of the Seller in all business matters. Seller agrees that the area in which it is conducting work under this Agreement / Purchase Order is the Seller’s responsibility in relation to compliance with all rules, regulations, laws and ordinances of relevant governmental authorities and bodies. The Seller agrees to inform the Buyer adequately in advance of the planned work each day, machinery, equipment and other items that are planned to be used for the execution of the work on that day, the intended boundary of the area of work, duration and all other information necessary for the Seller to properly conduct its work without injury or damage to the Buyer, its employees or anyone else. Seller will employ an adequate number of skilled workers to perform the work under this Agreement / Purchase Order. All skilled workers employed in connection with the performance of this Agreement / Purchase Order must be qualified by experience and ability. The Buyer may require the Seller to present proof of such experience and qualifications. Seller and its subcontract will replace their employees whose work, at Buyer’s discretion, is contrary to the requirements of this Agreement / Purchase Order. The Seller and its subcontractor will adopt the necessary safety and security practices as is normal or as required by law for the type of work authorized under this agreement. In its sole discretion, the Buyer may require the Seller to remove from its property any personnel of the Seller or its subcontractors that violate such practices and requirements. The Seller will not contract or subcontract the obligations under this contract without the prior written approval of the Buyer.
7. Entire agreement / purchase order
The parties agree that this Agreement / Purchase Order constitutes their entire agreement and that there are no other promises, representations, agreements or understandings that are to be considered part of this document other than those enumerated here. In contracts in which the Seller is based outside of Italy, all the terms used in this document that are defined by the “International Commercial Conditions 2000”, (“INCOTERMS2000”) must be considered part of this document, other than those here. enumerated.
8. Force majeure
If, due to force majeure, one of the parties is unable to perform its obligations under this Agreement / Purchase Order, other than its obligations to pay the money due under this, and if that party within thirty (30) days from such force majeure event gives the other party this written notice of such force majeure, then the obligations of the party giving such notice will be suspended to the extent necessary by such force majeure and during its continuation, provided that the party giving such notification uses its best efforts to remedy such force majeure, to the extent possible, with all reasonable shipment. The term “force majeure” as used herein means acts of God, acts of public enemy, uprisings, general riots, floods, tsunamis, named storms, earthquakes, embargoes, orders or acts of civil or military authority. Upon termination of the force majeure event, the party who gave the original notice must again promptly notify the other party of such termination.
9. Gifts and entertainment
Buyer employees and their close relatives must not solicit or accept gifts, favors and similar loans or indulgences or any other kind of benefit from outside parties who do or might do business with Buyer. Advertising news, promotional items worth € 50.00 or less, occasional meals, refreshments or entertainment worth € 75.00 or less per occasion, provided that these items in aggregate do not exceed € 150.00 in a year solar, can be received. Cash gifts, gift vouchers and gifts of investment value such as stocks, bonds, etc. are strictly prohibited.
In particular, these restrictions include employees who are involved in:
(i) Entry of Purchase Orders with suppliers or subcontractors;
(ii) Selection, recommendation or approval of suppliers;
(iii) Reception, inspection testing or quality functions and technical function;
(iv) Evaluation of supplier proposals, payment of invoices or collection of money from customers.
Neither party shall, under any circumstances, tolerate the offer, solicitation or granting of any payment by any employee of the Buyer, in the form of a commission, bribe or bribe undisclosed, in connection with obtaining or keeping business, a contract or otherwise granting a favor or special advantage. In addition, none of the Buyer’s employees shall accept loans from any person or entity having or seeking business with the Buyer, other than recognized financial institutions at the normal interest rates prevailing at the time of the loan. This prohibition extends to the employee’s family and family unit. Any act of the Seller or its employees to violate or induce to violate the previous provisions is a reason for immediate cancellation of the Contract / Purchase Order.
10. Applicable law
This Contract / Buyer’s Order must be interpreted according to Italian law. All disputes or differences arising out of or in relation to this Buyer’s Contract / Order that cannot be resolved amicably will be referred to arbitration in Torre Annunziata (NA), Italy. The arbitration panel will be composed of three members, one appointed by each party, and the third appointed by the President of the Court of Torre Annunziata (NA) if no agreement has been reached between the two parties. If one party does not appoint an arbitrator for twenty days after the other party’s communication, the party who has appointed its arbitrator will request, upon request, the President of the Court to appoint an arbitrator who will have the same powers as in the referral.
11. Buyer staff hiring
In consideration of the Buyer’s granting of a Purchase Agreement / Order, the Seller agrees that during the execution period of the Purchase Agreement / Order and for a period of one hundred and eighty (180) days from the completion of the Agreement / Purchase Order Purchase order, the Seller will not employ or solicit to hire any employee of the Buyer directly, indirectly or through an independent contract for any purpose.
12. Independent contractor
Seller agrees that it is an independent contractor in the performance of any work under this document and that neither it nor its employees are to be regarded as employees of the Buyer. Buyer shall not be liable for the direct payment of any withholding tax, social security payments, worker compensation payments or other insurance premiums or other charges of any kind or nature, except as specifically indicated herein. . Seller certifies that it will comply with the Fair Labor Standards Act and will deduct and pay to the relevant governmental authority any withholding or similar assessments that an employer is required to deduct and pay, and Seller accepts sole responsibility for all pay slips taxes, unemployment benefits, state and workers compensation payments and contributions imposed by any European governmental authority, state or other, to cover its agents or employees.
In the event that the Seller, its employees, agents or subcontractors enter the Buyer’s vessels or premises for any reason in connection with this Agreement / Purchase Order, or if the Seller will perform work on the Buyer’s equipment or other property , the Seller and its subcontractors will procure and maintain the insurance in accordance with the general insurance requirements of the buyer, which are incorporated herein by reference in this contract / purchase order. Any exceptions require the prior written approval of the Buyer.
Insurance requirements include, but are not limited to:
(i) Worker’s Compensation and Occupational Illness Insurance, in accordance with the laws of the state in which the work is to be performed, including waiver of subrogation to or from Buyer and approval of alternate employer;
(ii) Comprehensive civil liability insurance, with limits not lower than € 1,500,000.00 by appointing the Buyer as additional insured; and including proof of contractual liability, Buyer’s waiver of subrogation, coverage on all Seller owned or used equipment, personal injury and property damage, and liability for completed product operations.
(iii) Motor TPL Insurance, with limits not lower than € 1,500,000.00, to cover all owned or used vehicles, including the Contractual / Purchase Order liability with waiver of subrogation in favor of the Buyer.
14. Liability and indemnity
The Seller undertakes to fully defend and indemnify the Buyer from any claim, liability, expense, loss, claim, fine and cause of action (including reasonable attorney’s fees) caused by or resulting from actual or alleged acts or omissions of the Seller or actual or presumed acts or omissions of agents, employees or employees of the Seller; provided, however, that the Seller will not be liable to the Buyer for damages resulting from personal injury and / or death or property damage which are the result of the Buyer’s negligence. Seller’s defense and indemnification requirements, as set forth above, will also extend to any third party or government agency that acquires an interest under this Agreement in connection with this Agreement / Purchase Order. To the extent state and / or European law restricts the terms and conditions of this Agreement / Purchase Order, this Agreement / Purchase Order will be deemed limited to comply with such state and / or European law. This clause will survive the termination of this Agreement / Purchase Order.
Without any additional action on the part of the Seller, the acceptance of this Agreement / Purchase Order by the Seller includes a complete waiver and the release of all privileges, encumbrances and other real rights (perfected or not perfected) in relation to the goods. and services covered by this Agreement / Purchase Order.
The Seller’s waiver and release below includes the following additional warranties by the Seller:
(i) That all subcontractors, vendors, materials workers, suppliers, laborers, mechanics, workers and all other legal entities of the Seller who have provided labor, material or services for the performance of the Seller’s obligations under this Agreement / Purchase order have been paid and fulfilled in full;
(ii) That there are no claims or other outstanding debts relating to the goods and the performance of this Agreement / Purchase Order by the Sellers;
(iii) That the Seller has not made any assumptions about sums due to the Seller which would require another person or legal entity to receive payment;
(iv) That the Seller has not committed the breach of any obligation or guarantee of third parties or safety devices in relation to the goods and to this Contract / Purchase Order;
(v) That the goods supplied pursuant to the Contract / Purchase Order are not subject to a fine, seizure or forfeiture, in whole or in part;
(vi) No penalty of any kind may be imposed on any of the assets or any property of which the assets become a fixed item, membership or component part.
All the above warranties are the Seller’s continuing actions and commitments during the execution of this Agreement / Purchase Order. The Seller warrants that all of the above is true and correct, and the Seller undertakes to save, hold and hold the Buyer harmless from any loss, regardless of whether such losses are caused by debt, account, lien, encumbrance, confiscation, fine, seizure, mortgage, property damage, personal injury, statutory privilege or other statutory transaction. In addition to the foregoing, the Buyer, in its sole discretion, may require the Seller, and the Seller will provide, a full and complete Waiver of the Pledges and indemnification against the Pledges in a form satisfactory to the Buyer from the Seller and from all factors of the Seller, other financiers, material men, subcontractors and suppliers (hereinafter “subordinates”) who have performed or supplied any part of the goods or services, hereinafter, at any time. The Buyer, in its sole discretion, may also request the Seller, and the Seller will provide the Buyer with proof including affidavits and the waiver of privileges proving payments and the release of all duties, taxes, privileges, claims , charges and obligations arising from the operation of the law and other by the Seller and its subordinates for the execution of the work hereafter, and the Buyer may withhold the funds owed to the Seller below to ensure the fulfillment of all such obligations , or to satisfy any legal requirement relating to such claims against the Seller and its subordinates.
16. Material safety data sheet requirements
Seller should contact Buyer’s Safety Department or another authorized Buyer representative to request access to Material Safety Data Sheets for chemicals in the area where work is to be performed prior to commencement of it. The vendor must review these cards and ensure that his employees are made aware of the location and accessibility of this risk information. Seller will provide Buyer with copies of the Material Safety Data Sheets for all chemicals to be used when performing work at Buyer’s facility or vessels or checking with Buyer’s proposal at the time of bidding. In addition, the Seller will keep duplicate copies in its possession at the workplace. In the event that, during the execution of the work or during the term of the Contract / Purchase Order, the Seller is required to use additional chemicals other than those previously defined, the Seller will be required to provide the Buyer with copies of these Cards first. on the safety of materials. bring such additional chemicals to Buyer’s property or ships in its custody or control.
17. Non-disclosure and ownership
Ownership and all rights relating to any merchandise purchased under this Agreement / Purchase Order, including all creative ideas incorporated therein, all preliminary materials, sketches, layouts, tools, molds, matrices, negatives, photographs, designs, designs or relative specifications this will be attributed exclusively to the Buyer’s company. The buyer may copy or reproduce any goods purchased under this document for any purpose and may use the same on any medium as often as he wishes. All plans, drawings, designs and specifications provided by the Buyer to the Seller will remain the property of the Buyer, or the Buyer’s customer, and any information derived or otherwise communicated to the Seller will be considered by the Seller to be strictly confidential and not must, without the prior written consent of the Buyer, disclosed to third parties. The Seller will promptly return all properties, drawings, specifications or similar material to the Buyer at the Buyer’s request. Seller agrees and hereby grants Buyer, to the fullest extent of Seller’s rights to do so without paying compensation to others, the right to reproduce, use and disclose for governmental or other purposes, in whole or in part. part, the reports, designs, drawings, data and technical information specified to be delivered by the Seller to the Buyer pursuant to this Contract / Purchase Order; provided, however, that nothing contained in this clause is to be regarded, directly or implicitly, as granting a license under any patent issued now or thereafter. This clause will expressly survive the termination or expiration of this Agreement or Contract / Purchase Order
18. Order of precedence
In the event of a conflict between documents associated with this Agreement / Purchase Order, the order of precedence for such controversial matters is as follows:
(i) Purchase Order and Standard Terms and Conditions;
(ii) Purchase Order Surcharges;
(iii) Specifications of the materials;
(iv) Exhibits, attachments and specifications provided to the Seller for goods and services defined as the scope of work for this Purchase Order;
(v) Any other attachments, attachments and specifications referred to in the Purchase Order.
The terms and conditions on the Purchase Order that specifically conflict with a term or condition contained herein will prevail.
The Seller warrants that the use of the sale of any goods purchased under this document will not infringe any EU or foreign patents, trademarks, copyrights or other proprietary rights (except the infringement necessarily resulting from adherence to specifications or designs, other than those of the project or the selection of the Seller, originally presented to the Seller by the Buyer) The Seller undertakes and agrees to defend at its own expense, all the causes, actions or proceedings in which the Buyer is charged for actual or presumed violation of any EU or foreign patent, trademark, copyright or other proprietary right deriving from the use or sale of the goods purchased under this contract and also undertakes to pay and comply with any judgment or decree that may be issued in any lawsuit, action or proceeding against Buyer.
Payment is generally indicated as the date of the 60-day month-end invoice (unless otherwise indicated in the Buyer’s Contract / Order) upon receipt and acceptance without any claim by the Buyer of goods or services at the final destination ( ship, office, Buyer or Buyer’s Agent facilities). The discount and payment periods will be calculated from the date of receipt of acceptable invoices or the date of receipt and acceptance of goods or services, whichever is later. Errors, omissions or delays in receiving invoices will be considered just cause for payment withholding without loss of cash discount privilege and without the application of any late payment interest where applicable.
21. Permits and tariffs
Unless otherwise specified in this document, the Seller will obtain and pay the fees for all permits and licenses.
If any provision of this Agreement requires interpretation, the person interpreting this Agreement will not apply the presumption that the terms of this Agreement are to be interpreted more strictly against either party.
The Seller warrants that the prices for the goods covered by this Agreement / Purchase Order shall not be higher than those quoted or last charged to the Purchaser, unless otherwise specified at the front of this Agreement / Purchase Order. The Seller further warrants that the prices are the lowest prices applied by the Seller to buyers of a similar class to the Buyer under conditions similar to those specified in this Purchase Agreement / Order and do not exceed the prices permitted by law. Seller warrants that all discounts and allowances are as favorable as those offered by Seller to Buyers of a similar class to Buyer. The Seller further warrants that any price reduction made in relation to goods or services covered by this Agreement / Purchase Order subsequent to the placement of this Agreement / Purchase Order will be applicable to this Agreement / Purchase Order. Charges other than those indicated in the body of this Agreement / Purchase Order will not be permitted, except with the prior written approval of the Buyer.
24. Advertising, promotion, publicity
The Seller shall not, without the prior written consent of the Buyer, issue press releases, advertisements, advertising or promotional material regarding this Agreement / Purchase Order or any other information regarding the Buyer (including its confirmation or rejection).
25. Quality, warranty, ownership, warranties and remedies
The Seller warrants that all workmanship, materials and equipment supplied by it pursuant to this document will conform to the specifications of the design drawings and the requirements of the Purchase Agreement / Order, and the Seller, for the benefit of the Buyer, will obtain from suppliers and manufacturers such warranties against reasonably obtainable workmanship and material defects on workmanship, equipment and materials provided below. Seller agrees to assist Buyer to the extent required by Buyer in enforcing all warranties obtained from suppliers and manufacturers. Seller agrees to repair or replace to the satisfaction of Buyer, Buyer’s customer and regulatory bodies at Seller’s expense, any merchandise or workmanship that can be found to be defective within twelve (12) months of delivery or six ( 6) months after physical installation or use on the ship or in any other location that the Buyer defines as the place of delivery and to which this Agreement / Purchase Order relates, whichever occurs last. All costs and damages in connection with the breach of this warranty will be borne by the Seller. Any inspection, testing, acceptance or use of the goods supplied there will not diminish the Seller’s warranty obligations. If indicated in the front of the purchase order, the Seller will have the Buyer issue a letter of credit, in the forms and in an amount established by the Buyer in the Contract / Purchase Order as security by a bank acceptable to the Buyer. for the seller’s warranty obligations. The Buyer will have the right to assign any and / or all of the above guarantees to third parties. The Buyer shall promptly inform the Seller if and in what respect any of the aforementioned guarantees have not been satisfied. Seller shall promptly, at its own expense, make any modifications, removals, reinstallation, repairs or replacements that may be necessary to meet the warranties. Failure to perform an inspection or test by the Buyer or the discovery of defective workmanship, materials or equipment will not release the Seller from any liability under this document and the payment of any funds by the Buyer will not will constitute a waiver or acceptance of such defects. Seller warrants that it has a valid and marketable title to the goods sold under this document and that such goods must conform to the description and applicable specifications and samples. Such goods must be of good merchantable quality and suitable for the known purpose for which they were sold and must be free from all constraints and encumbrances. This is in addition to any service warranties provided by the Seller to the Buyer or provided by law. All goods must be subject to inspection by the Buyer or his designee at any reasonable time, including inspection during production. If such inspection or any test is to be performed at Seller’s premises, Seller shall provide, free of charge, reasonable facilities and assistance for such inspection. The inspection and approval by the Buyer at the Seller’s facility does not preclude rejection for defects upon discovery by subsequent inspection. Any goods refused by the Buyer must be promptly repaired or replaced at the seller’s expense. All costs incurred by the Buyer in relation to the return of the refused goods will be borne by the Seller.
26. Logs and Audits
To the extent that the Seller produces material or performs services specifically for the Buyer, or if the Seller performs work at the Buyer’s premises, or if the Seller carries out work on the Buyer’s or Customer’s equipment outside the premises of the Buyer, the Seller shall keep the records as follows:
(i) Seller will maintain accurate daily records for all work performed under this document and, upon request, will provide copies to Buyer.
(ii) The records will include the hours worked by each employee, the type of work performed, the wages paid, the equipment and materials used, and any other cost items declared by the Seller or for which the Buyer will have reimbursed the Seller.
(iii) Buyer shall have the right, at any reasonable time during normal business hours, to inspect and verify such records.
(iv) The Seller will retain such records for 36 months after the completion or termination of this Agreement / Purchase Order.
27. Severability of provisions
The invalidity, illegality and inapplicability of any provision of this Agreement / Purchase Order will not in any way affect or prejudice the validity, legality and applicability of the remaining provisions of this document. In the event of a conflict between the above clauses, the Italian Civil Code will apply; and the clauses contained therein apply only to the extent that they provide additional rights or reduce the Buyer’s obligations in relation to the Italian Civil Code. The Buyer and the Seller reserve the right to cancel or modify any obligation contained in this document or in this document without the consent of third parties.
Except as otherwise provided in this Agreement / Purchase Order, the price includes all applicable European, state and local taxes, except VAT if due, duties and import taxes. The Seller shall provide proof of compliance to the Buyer as the Buyer may request.
29. Cancellation and suspension of termination
If the Seller is to be declared bankrupt, or becomes insolvent or files for voluntary bankruptcy or is subjected to involuntary bankruptcy proceedings, or initiates receivership proceedings, or makes an assignment for the benefit of creditors, or if the Seller refuses in persistent or repeated way of carrying out the work, except in cases where an extension of the time is foreseen, to provide enough adequately qualified workers or adequate materials, or if the Seller fails to make timely payment to subcontractors for material or labor, or otherwise it is guilty of a breach of any provision of this agreement, including delivery delays beyond fifteen (15) days after the specified delivery date, the Buyer, without prejudice to any other rights or remedies expressly provided by law, may terminate this agreement, or any part thereof, by written notification to the Seller e will subsequently have the right to take possession of all materials, equipment and the like, the cost of which has been reimbursed by the Buyer to the seller, in such cases of termination, the Buyer will be released from all further obligations under this document. In the event that the Buyer incurs additional costs as a result of the Seller’s default, the Buyer shall have the right to hold the Seller liable for such additional costs or damages incurred by the Buyer. With fifteen (15) days of written notice, Buyer, at its discretion, may suspend execution, for a reasonable time, of all or part of this Agreement / Purchase Order at any time and for any reason. In such event, the Seller’s sole remedy will be to deliver the termination to the Buyer and to obtain reimbursement from the Buyer for the Seller’s reasonable and necessary costs actually incurred up to the point of such suspension which are directly attributable to the items so suspended. Buyer shall in no event be liable for any loss of anticipated profits on suspended items or for any accidental loss or consequential damages, or for any other associated charges of any nature. With thirty (30) days of written notice, Buyer, at its option, may cancel this Agreement / Purchase Order at any time, regardless of whether Seller is in default of any of its obligations below. In the event of such cancellation, Seller agrees to waive any claims for damages, including loss of anticipated profits as a result of this document. However, the Buyer agrees that the Seller will be paid an amount which, if added to all previously paid installments, will be equal to the sum of all costs properly incurred prior to the cancellation date, plus the profit earned on those costs incurred, but in no case must this amount be greater than the purchase price. This profit obtained will have the same relationship with the costs incurred as the increase in the profit of the purchase price has the same relationship with the increase in its cost. The Buyer reserves the right to verify the amounts of any increases in costs and profits declared by the Seller by checking the Seller’s records.
30. Title of ownership
The Buyer shall be entitled to all completed or ongoing work and all machinery, equipment, materials and supplies, the cost of which has been paid to the Seller. All studies, designs, drawings, plans, specifications, test results, inventions, patent rights (including data produced by computer or other electronic means and stored on disk, tape or any other form) and other data in any form and in any state of completion prepared by the Seller shall be the property of the Buyer upon completion or termination of this Agreement / Purchase Order. The Buyer shall have the right to use the same for any purpose without the Seller’s right to any additional compensation, therefore.
If the Contract / Purchase Order includes jigs, dies, templates or special test equipment and manufacturing aids (hereinafter referred to as tools) used in the production of the items, such tools and related drawings become the property of the Buyer or its customer immediately. after payment then. The tools are to be used for Buyer’s production only and must be kept in good condition, including necessary replacement, at no cost to the Buyer, except that the cost of Buyer’s design changes must be paid by the Buyer. Seller will maintain ownership control records for such tools and will promptly provide Buyer with a list thereof upon request. Upon completion or termination of this Order, the Seller will keep all these tools free of charge for six months after the provision of said inventory to the Buyer, and any Buyer Order of such tools returned will be delivered f.o.b. Seller’s plant, properly packaged for shipping to the United States. No packaging costs must be included in the Seller’s quotations unless expressly requested by the Buyer.
32. Use of the premises
All work must be performed in such a way as to cause a minimum of interference with the Buyer’s operations or with the shipowner’s activities and with the operations of other sellers on the premises. Seller will take all necessary and appropriate precautions to protect the premises and all persons and property from damage or injury. At all times during the execution of the present.
Contract / Purchase Order, the Seller must keep the premises clean and free of accumulations of waste material and garbage. Upon completion of the work, the Seller will remove all tools, equipment, materials and waste for which it is responsible and restore the existing facilities, which it has interrupted, to their original condition. The Buyer may, in its sole discretion, remove or require the Seller to remove any employee of the Seller from the Buyer’s or Customer’s premises. Buyer may further request that such employee not be reassigned to any other of Buyer’s premises under this Agreement / Purchase Order. Any costs arising from or related to such removal will be the sole responsibility of the Seller and will in no way be charged to the Buyer.
No waiver by either party of any breach of any of the agreements or conditions contained herein, made by the other party, shall be construed as a waiver of any subsequent breach of the same or any other agreement or condition.