1 - DEFINITIONS

SEASMART: SEASMART S.r.l. (VAT n. 02302090416), with head office in Pesaro (PU) Italia, strada degli Olmi n. 22 and any successors and/or assignees.

Customer/s: the subject requesting and/or receiving an Offer or sending an Order to SEASMART, and, if provided for in the Order Confirmation and/or statutory provisions, relative successors and/or assignees. 

Company Group: the collection of companies directly or indirectly controlled by one of the Parties and the subsidiary companies subject, with the said Party, to a common control. Order Confirmation: the written notification whereby SEASMART confirms to the Customer the acceptance of the Order, therefore finalising the Contract.

Conditions: these General Sales Conditions.

Contract: the set of provisions of the Conditions, Order and Order Confirmation.

Supply: the object covered by the Order Confirmation.

Offer: the document which SEASMART submits to the Customer in order to verify the willingness of the same to pass an Order.

Order: the document (and relative attachments) signed by the Customer and forwarded for the acceptance of SEASMART by means of which the Customer asks SEASMART for the supply of Products. The definition of Order also includes additions to the Order accepted by SEASMART following the finalisation of the Contract.

Party: the Customer and/or SEASMART.

Parties: the Customer and SEASMART

Price/s: the amount/s stated in the Order Confirmation.

Product/s: the goods stated in the Order Confirmation.

Use and Maintenance Manual: the manual supplied by Seasmart containing the technical specifications of the Products as well as the methods of use and maintenance.

2 - GENERAL SALES CONDITIONS

2.1 The General Sales Conditions apply to the contractual relations between SEASMART and its customers, having as its purpose the Products, Conditions, together with the Order and Order Confirmation, representing all the agreements reached between SEASMART S.p.a. and the Customer regarding a specific Supply, and will replace any and all other communication and/or verbal or written agreement between SEASMART and the Customer.

2.2 The acceptance and execution of the Orders is bound by their written confirmation on the part of SEASMART as well as the following Conditions, excepting for other agreements agreed on exclusively in writing in individual cases. Excepting this latter case, only the Conditions stated below will apply to all the Orders.

3 - STRUCTURE OF THE CONTRACT

Excepting for other agreements which must nonetheless be undertaken in writing, the Customer agrees that each Order in compliance with the Conditions, and the relative Order Confirmation from SEASMART relating to the Products, is a separate legal transaction independent from the others. Each time the Customer undertakes an Order requiring an Order Confirmation by SEASMART the relative Supply will be subject to further contractual conditions for the Products stated in the Order and in the Order Confirmation, which are an integral part of the Contract. In the case of discrepancy between the provisions of the various contracts, those provisions stated in the Order Confirmation and in the Conditions will prevail over those stated in the Order and those contained in the Order Confirmation will prevail over those contained in the Conditions. Any general purchase conditions of the Customer non expressly accepted in writing by SEASMART, even if stated in the Order and/or overleaf of the Order, will in any event not be applicable.

The SEASMART Offer is valid only if forwarded in writing and for the time stated in the Offer. No SEASMART agent or broker has the power to accept orders on behalf of the same. The Contract is finalised between the Parties when SEASMART, after having received the Order, notifies the Customer in writing of the acceptance of the said Order. As soon as the Customer receives the Order Confirmation from SEASMART, he will check all the information contained therein, and this information is understood as being accepted by the Customer if it is not immediately contested in writing by the same.

Materials not expressly described in the Order Confirmation will be invoiced separately.

4 - GENERAL PROVISIONS

4.1. Excepting for what is provided for in article 23 of these Conditions, namely “Intellectual Property”, all the information exchanged by the Parties is to be considered as not confidential. Should the Parties intend to notify, receive, exchange confidential information, they will draw up and sign a specific confidentiality agreement.

4.2. Each Party can communicate with the other party through electronic means and this means of communication is equal to a written document with full contractual validity for the Parties, excepting when required otherwise by mandatory provisions of law. The identification code contained in the electronic document, even if differing from the digital signature, will be sufficient for the identification of the sender and the authenticity of the document. In particular, the Parties expressly agree that the Order forwarded by electronic means will be considered by the Parties themselves as being equivalent to signed paper documents, and as also being mandatory and binding, excepting for the mandatory provisions of law.

4.3. The transfer of the Contract by SEASMART is not subject to the approval of the Customer. On the other hand, the Customer undertakes not to transfer the Contract to third parties, nor the rights and obligations resulting therefrom, without the prior written consent of SEASMART.

4.4. Should the Customer re-sell or transfer the Products or give these in guarantee, before having paid for them in full to SEASMART, he will have to notify this immediately to SEASMART by means of a registered letter or certified electronic mail, giving all the information, and making known all and any execution and/or expropriation and/or precautionary proceedings and/or any other proceeding which, at the request of third parties, have concerned the said Products. In the case of violations of Customer obligations provided for in this article, the seller will have the right to rescind the Contract effective immediately, withholding the amounts already paid as a penalty and the right to compensation for any other damages sustained, remaining firm.

4.5. The Customer permits SEASMART to install on the Products, at the cost and organised by SEASMART, the technical modifications deemed to be necessary according to SEASMART (for example those necessary for safety reasons). The parts removed will become the property of SEASMART; for this purpose the Customer guarantees he has the proper authorisation from the proprietor or owner of other rights, to transfer to SEASMART the property and possession of the removed parts.

4.6. The Customer is liable for the results obtained with the use of the Products.

4.7. Should any clause in the Conditions and/or the Order be declared invalid or ineffective, the remaining clauses will nonetheless remain fully valid and effective.

5 - PRICES

Unless otherwise agreed on, the Price refers to a Supply delivered ex works SEASMART and does not include transport, VAT, taxes, insurance and generally fiscal or financial charges connected to the sale and exportation. The Prices agreed on are not binding on SEASMART in the case of modification of quantities and type of Products to be supplied and will be updated in the case of extensions in delivery times for the reasons stated in article 8 (“Terms of delivery”) of these Conditions.

6 - PAYMENT AND INVOICING

The payment of the Price must always be undertaken at the SEASMART head office according to contractual terms or, in the absence of other agreements, within 30 (thirty) days from the date of issue of the invoice. The transfer of amounts to SEASMART is always at the risk of the Customer, whatever the means chosen by the same. The stipulation or receipt of payment by SEASMART of bonds or securities, undertaken for the mere reason of facilitation, gives SEASMART the right to obtain the refund of relative interests, costs and commissions, and is subject to the good outcome of the same and does not modify the place of payment, which remains as stated above. In the case of delayed payment, the Customer will pay SEASMART, without the need of a letter of formal notice, interests on arrears in the amounts established as per art. 5 of Leg. Dec. 231/2002, the right to any greater damages remaining firm as well as the possibility by SEASMART of invalidating the Customer from the benefit of the terms as per art.1186 of the Civil Code regarding subsequent payment deadlines. Where the Supply allows, SEASMART will be able to undertake split deliveries, in this case invoicing each delivery separately according to the terms of payment stated in the contract.

Any contestation by the Customer also for delays in delivery or for Supplies not complete with non essential parts, will not give the Customer the right to withhold or delay payment.

In the case of labour or activities in the end site, SEASMART will issue the relative invoice together with the receipt of reports of hours worked by SEASMART staff.

7 - LIMITS IN LIABILITY

Excepting for limits that are mandatory by law, the liability of SEASMART towards the Customer for direct damages in terms of the contract, of any nature and for any other existing form of payment for damages and/or compensation as established by law and/or these Conditions and/or the Contract, cannot in any way exceed the total amount of 100% of the Price. Excepting for the mandatory limits of law, SEASMART will not be liable for compensating the Customer for loss of earnings and/or any indirect and/or mediated damages. In particular, as an example but not limited thereto, SEASMART will not be liable for any damages resulting from losses of turnover, profits, contracts, or damages resulting from the non operation of the work undertaken.

In any event SEASMART will not compensate the Customer for any damages, for any reason, for which the Customer will have to pay to a third party.

In the case of conflict in interpretation, the provisions stated in this article will prevail over any other provision to the contrary contained in the Conditions and/or in the Contract.

8 - TERMS OF DELIVERY

The terms of delivery run as from the date of the last of the following events:

- from the time of the agreement between the parties on all the conditions of supply;
- from the receipt by SEASMART of the deposit payment at order if required;

- from the receipt by SEASMART of all the technical details of the Customer or third parties indicated by the same, or from the approval of drawings and executive diagrams, from SEASMART by the Customer, where applicable;

- from receipt by SEASMART of materials that are to be supplied by the Customer or third party assigned by the same;

- on obtaining authorization from the Customer to import the material or to make payments, if applicable.

In order to calculate delivery terms, count 5 (five) working days a week, excluding bank holidays. The delivery time indicated is considered automatically extended in cases of force majeure for a period of time equivalent to the continuation of the same event. SEASMART will not be responsible, under any circumstances and for any reason, for any direct or indirect damage caused by deliveries of materials subsequent to the period mentioned; the Customer still accepts to receive the material ordered even after said time limit.

Delivery times will furthermore be extended if the Customer does not comply promptly with his contractual obligations, and in particular:

- if payments are not made promptly;

- if the Customer does not provide the necessary information, before or during processing, at the expected time;

- if the Customer requires changes during the execution of Order;

- if the Customer delays delivery of materials before or during processing.

If for any reason the delivery has not taken place due to events not depending on SEASMART, delivery is deemed to have been completed, to all effects, by the simple notice of Completed Delivery.

Notwithstanding the above, by delivery date the Parties intend the date of issue by SEASMART of the notice of goods being ready or of dispatch to the Customer or to the carrier or forwarder as stated in the Order.

The delivery time is not mandatory in nature, but is only indicative, and therefore it is not binding on SEASMART, nor can it be or constitute a ground for complete or partial annulment of the Order made by the Customer. Unless otherwise agreed, partial deliveries are allowed, and are to be treated as separate deliveries and invoiced as such.

9 - PLACE AND DELIVERY METHODS \ PACKAGING \ SHIPPING AND TRANSPORT

Unless otherwise agreed in writing, SEASMART supplies Products Ex Works as per art.1510 of the Civil Code, by delivering them to the Customer or to a third party indicated by the Customer with sufficient notice. Failing this, the Customer hereby authorizes SEASMART to choose a carrier or forwarder and entrust the same with the shipment, on behalf of the Customer, and exempting SEASMART from liability in that choice. In any event, the products are always transported at the expense and risk of the Customer. Should the Customer not collect the Products, SEASMART will be entitled to charge 1% (one percent) per month of the total invoice amount for storage costs (over and above what is provided for as a penalty). The goods will in any event be stored at the risk of the Customer. In the event that the non-fulfillment of the obligation to collect the products exceeds a period of more than 30 (thirty) days from the date of delivery, SEASMART shall be entitled to rescind the contract as stated in art. 20 of these Conditions.

The Customer is obliged to check the products and to report any shortages, before accepting delivery by the carrier and, therefore, before signing the transport document indicating receipt. Defects or damage not identified at the time of delivery must be notified by registered post or certified email to the carrier, and with copy to SEASMART, within eight days of receipt of the Products. Failing this, the Customer loses all related rights. Without the prior written consent of SEASMART, the return of Products or Packaging will not be accepted. Even in such cases, the same are transported at the sole risk and expense of the Customer.

The exclusion of packaging, in the case of goods for which it is normally used, or the use of special packaging - in which case the price is to be expressly agreed on - must be expressly requested by the Customer with the Order. SEASMART uses customary packaging, remaining explicitly exempt from any responsibility for any accident and/or damage which may be caused to materials by such packaging during transportation, for fortuitous, unforeseen or unknown circumstances.

The material always travels for the account and at the risk and peril of the Customer, even when it involves returns. In such cases the goods are transported ex works SEASMART. The Customer must notify to SEASMART the necessary shipping instructions and any other related requirement, which contractually obliges SEASMART; in the absence thereof, SEASMART may arrange for shipment at the expense of the Customer, while remaining free of any liability.

10 - SUSPENSION OF DELIVERIES

SEASMART has the right to suspend deliveries if the Customer has omitted even only one payment at the expiries agreed on or is in default with another contract or other obligations in general as regards SEASMART.

SEASMART can also suspend the deliveries after the conclusion of the Contract should the financial status of the Customer be substantially changed, such as the case of one or more protests, enforcement proceedings, the taking out of pledges and/or loans, applications for receivership, arrangements with creditors and other insolvency proceedings, closure of activity, placing in liquidation.

11 - PENALTIES / DELAYS IN DELIVERY

Any penalties for delays in delivery must be expressly stated in the Order Confirmation. Should SEASMART, in the case of delays in the fulfilment of the Contract, be liable for the payment of a fine or penalty in compliance and as per the effects of article 1382 of the Civil Code, this amount is to be considered as the only remedy to be attempted, the payment of any further damages is therefore expressly excluded. Nonetheless the penalty is not owed should a delay in the fulfilment of the contract be attributable to an event of force majeure or an event not attributable to the direct responsibility of SEASMART. The day from the time the Customer intends to assign the penalty must be notified to SEASMART by registered letter or certified electronic mail, this cannot be retroactive to the date of arrival of the relative notification. The penalty is not owed if this request is not made within 10 (ten) days from receipt of the late delivery. The Customer expressly waives compensating the amounts owed as a penalty, with other contractual amounts.

12 - TRANSFER OF RISKS

The Customer acquires the ownership of the Supply, accepting all relative risks for the same, as from the delivery to the same Customer or the carrier - or, if for any reason the delivery has not taken place due to reasons outside the responsibility of SEASMART, with the simple notification of Supply concluded as stated in article 8 of the conditions of these “Delivery terms”. This also in the case where the Supply is done carriage paid or if the assembly is included, or if transport is the responsibility of SEASMART. If delivery is delayed or made impossible for reasons not attributable to SEASMART, the Supply will remain in stock at the costs, risks and peril of the Customer.

13 - UNFORSEEABLE CIRCUMSTANCES AND FORCE MAJEURE

SEASMART will not be liable for any breach of any contractual obligation or delay in fulfilment caused by or resulting from: earthquake, fire, flooding, pandemic, invasion, uprising, revolt, orders from civil or military authorities, alerts, mobilizations, blockade, war (also in States indirectly interested in the Supply), strikes, trade union unrest, occupation of buildings, lockouts, embargoes, interruptions of all kinds of transport of goods and any circumstance that is outside the control of SEASMART, even if not expressly listed herein. The term of delivery remains suspended for the entire period of time in which one of the aforementioned causes delays the execution of the Contract.

14 - KNOWLEDGE OF THE SPECIFICATIONS \ TECHNICAL DOCUMENTATION

The Customer admits he is informed of the safety regulations relating to the use of the Products. Excepting when there are other provisions to be agreed to in writing, the machines, equipment and materials correspond to the specific technical regulations for the sector and/or regulations in force. The weights, dimensions and illustrations of the Products, which are stated as information only, correspond essentially to the technical characteristics stated in the SEASMART documents such as the Use and Maintenance Manual. SEASMART reserves the right at any moment to undertake those modifications to the Products that are not essential and which are deemed to be convenient, nonetheless notifying the Customer if they concern the installation. Should the Customer suggest technical modifications to what has been set out by SEASMART in its Offer or in the drawings presented, in order for these to become mandatory, there must be a full written agreement between the Parties regarding both the modifications which these could bring about on the Prices, and on the terms of delivery established previously. The presentation of proposed modifications does not suspend the effectiveness of the contractual clauses.

15 - ASSEMBLY

Unless agreed otherwise, the assembly of equipment and components and more generally of the Supply, will be undertaken by and under the liability and at the expense of the Custom.

16 - EXECUTION OF THE ORDINARY AND EXTRAORDINARY MAINTENANCE ACTIVITIES

The maintenance and repair activities must be undertaken only by properly trained personnel authorised by SEASMART in compliance with all the safety regulations. Should SEASMART not be responsible for the work for the installation, putting into service, maintenance, and repair, SEASMART will not guarantee the good operations of the Products supplied by SEASMART.

17 - OPERATIONS AT THE CUSTOMER \ PROVISIONS IN MATTERS OF SAFETY IN THE WORKPLACE

In the case of operations at the Customer or his assignees, the Customer must assure to SEASMART:

- the implementation of safety measures at the Customer’s location and/or the site of the Customer or his assignees at whose premises SEASMART’s activities must be undertaken;

- free access, sufficient space and, generally, all that is necessary and possible so that SEASMART can fulfil its obligations and in particular the supply of electricity and the availability of lifting devices for the use of equipment needed for the activities at the Customer and/or the site of the Customer or his assignees.

The Customer will have to notify SEASMART beforehand of all the risks found in the areas of work and activate and guarantee all the correlated and necessary prevention and protection measures and emergency plans, in order for the SEASMART staff not to be exposed to the said risks and dangers and to adequately safeguard the health and safety in the workplace.

The Customer must notify SEASMART in advance and in writing of the name of his safety officer for the activities that must be undertaken and to whom SEASMART staff must report before starting any work.

In the mutual interest of the Parties it is compulsory, in order to guarantee conditions of safety at work and before the start of work, that the Customer gives SEASMART staff all the information relating to the safety conditions of the areas and systems in which the said staff will operate.

The SEASMART staff will be able to refuse to begin the activities until it has been informed of the effective safety conditions.

In any event, the Customer will be responsible for preventing SEASMART staff from accessing the Customer’s site and/or the site of the Customer or his assignees and relative systems before all the operations have been installed that can guarantee the absolute safety of any work on the plant or that part of the plant concerned by the work, which must be done with the constant assistance of the expert staff of the Customer and the use of all the protective devices, even special ones, in order to safeguard the health and safety.

In the case of accident or injury to SEASMART staff, the Customer undertakes to guarantee to SEASMART delegates free access to the area of the accident to ascertain the actual causes.

18 - GUARANTEE \ CLAIMS

SEASMART guarantees against defects in the Supply at the terms and conditions of law. When the term has passed the guarantee ceases even if the Products have not been put into operation for any reason.

In the case of defects, providing this does not concern errors in assembly attributable to the Customer or to third parties, incorrect use of the materials, absent or incorrect maintenance, natural wear and tear (for example of cables), defects caused by the incompetence or negligence by the purchaser or transport, the incorrect preservation of materials, the failure by the Customer to use appropriate measures able to contain any malfunction, overloading of the limits set in the contract, power surges and outages, unauthorised operations, tampering done by the Customer or requested by the same or by third parties, chance or force majeure, SEASMART, during the period of guarantee will repair or replace the faulty parts free of charge and in the shortest time possible, at its own premises. The repair and/or replacement of what is acknowledged as being faulty will not imply the renewal and/or extension of the guarantee period relating to the part that is repaired and/or replaced. Should repairs not be undertaken at the SEASMART premises, excepting when otherwise agreed on, all supplementary costs or costs relating thereto will be chargeable to the Customer.

Repairs or replacements will be undertaken on condition that the Customer, at that moment, has fulfilled all his obligations. The Customer cannot suspend fulfilment of his obligations should he call on this guarantee. The term for the repair or replacement of the faulty Supply will be agreed on between SEASMART and the Customer. The forwarding of any Supply deemed to be faulty, by the Customer or an assignee third party, to SEASMART and subsequently from SEASMART to the Customer or the assignee third party, will be at the risk and liability of the Customer, who will provide adequate insurance cover. Repaired or replaced Supplies will travel at the cost and risk of the Customer. Any contestation concerning a delivery will not have any effect on the remainder of the Supply. Those parts of a Supply that have been replaced by SEASMART will become the property of the same.

The guarantee period is 24 (twenty four) months from delivery of Supplies to the Customer or from the date of delivery to the Customer’s assignee on condition that the later date is notified in writing to SEASMART within one month from Delivery to the Customer and, in any event, even if the same Supply has not been put into operation, for any reason whatsoever.

Any claims concerning supplies, machinery, plants or components not corresponding to what was stated in the contractual documents, must be presented in writing within the maximum time of 8 days from delivery, thereafter all claims will be forfeited.

All requests of operations under guarantee will be accepted by SEASMART only if complete with all the necessary documents, namely:

• clear and comprehensible description of the problem;

• registration number of the product (where available);

• copy of the transport document or invoice issued by the dealer to the end client, stating the date of delivery of the product;

• photographs and/or images illustrating the faulty part.

In the case of hidden defects the terms stated above run as from the time of discovery. Once the guarantee time has expired, no claims will be accepted, not even for hidden defects.

When the claim is in good time and is proven to be founded, SEASMART will replace the goods acknowledged by the same as being not in compliance, excluding any right by the Customer to request the cancellation of the Contract and/or claims for damages.

Concerning the supply of spare parts, SEASMART reserves the right to supply material from the original supplier or equivalent thereto.

19 - REGULATIONS REGARDING EXPORT

The Customer will comply with all enforceable laws concerning the export of products and technology. In no event will the Customer sell or deliver the SEASMART goods in countries where SEASMART cannot sell and/or deliver products. At the time of the Order or prior thereto the Customer will notify the place of installation of the Product in order to allow SEASMART to draw up the necessary certificates. SEASMART reserves the right to reconsider the Offer and/or withdraw the Offer and/or refuse existing Orders, and to rescind the relative Contracts if it does not receive the declaration of the place of installation of the Product and/or despite having received the declaration, if this could modify the financial conditions. The rights of SEASMART as mentioned previously, remaining firm, in the absence of a declaration and in the case of an Order Confirmation, the place of destination will be considered as being the head office of the Customer.

SEASMART reserves the right to reconsider the Offer and/or withdraw the Offers and/or refuse existing Orders, as well as rescind the relative Contracts if it does not receive the declaration of end use with the Order or prior to the same, or if the end use is uncertain.

20 - EXPRESS TERMINATION CLAUSE

In compliance with and pursuant to article 1456 of the Civil Code, SEASMART will have the right to rescind the Contract should there be the non fulfilment of one of the following:

- non compliance on the part of the Customer of article 4.3 called “General Provisions” as well as article 4.4 called “General Provisions” in these Conditions;

- non compliance with the obligation of collection of Products by the Customer for a period exceeding 30 (thirty) days from the date of Delivery as stated in Art.9 called “Place and methods of delivery \ packaging \ delivery and transport”;

- non compliance by the Customer of article 17 of these Conditions called “Activities at the Customer \ Provisions in matters of safety in the workplace” and the provisions in matters of the health of workers, safety and hygiene at work and protection of the environment, with specific reference but not limited to Leg. Dec. n. 81/2008 and subsequent modifications of the same;

- non compliance of limitations and provisions stated in article 19 of these Conditions called “Regulations regarding Export”;

- non compliance with provisions stated in article 23 of these Conditions called “Intellectual Property”.

SEASMART will notify by registered letter or certified electronic mail, its intention of calling on the termination clause stated herein. The termination will come into effect as from the date of receipt of the relative notification. In this case SEASMART will have the right to withhold as payment for damages, the amounts already received from the Customer as part of the price, and SEASMART has the right to claim from the same Customer for any further damages sustained.

21 - TERMINATION

The provisions of article 20 of these Conditions, called “Express Termination Clause” remaining firm, each Party, before proceeding to the termination of the Contract must request in writing the fulfilment in compliance with article 1454 of the Civil Code. In any event the Customer cannot terminate the Contract should SEASMART, within the times mentioned above, have begun to fulfil the Contract and will have therefore diligently continued with the execution of the Contract in good faith. In this case SEASMART will have the right to withhold, as damages, the amounts already received from the Customer, with the right of SEASMART remaining firm to claim from the same Customer any further damages sustained.

22 - WITHDRAWAL

Over and above the cases of law, SEASMART will have the right to withdraw from the Contract in the case of:

- changes in the ownership or shareholding structure of the same;

- the passing of 30 days from an event of force majeure/unforeseeable circumstances as stated in article 13 called “Unforeseeable Circumstances - Force Majeure”.

In the case of withdrawal, as for the termination of the Contact, the Customer must return to SEASMART, the projects, relative drawings and technical documents belonging to the latter, without the right to compensation or payment of any kind.

SEASMART will notify by means of registered letter or certified electronic mail its intention to withdraw from the Contract. The withdrawal will come into effect as from the date of receipt of the notification.

23 - INTELLECTUAL PROPERTY

The Parties do not intend to grant, and do not grant one to the other, the right to use their own (or those of their corporate Group) trademarks, brand names or other names in any kind of publication, including advertising publications, without the prior consent of the other party, proprietor of the said name. Each Party grants to the other party only the licences and rights expressly specified in the Order Confirmation. All data, information, documents, as well as intellectual property rights be they registered or not (hereinafter collectively known as "Documents"), regardless of the form in which they are transmitted, will remain the exclusive property of SEASMART and are supplied to the Customer for the sole purpose of executing the Contract.

The Customer undertakes not to use the Documents received for reasons other than those stated in the Contract, or to communicate these to third parties, reproduce or grant the Documents received under licence without the explicit and prior authorisation in writing by SEASMART.

The Customer undertakes to return the Documents received to SEASMART, as well as any other copies following the simple request by SEASMART each time the said Documents are no longer necessary for the execution of the Contract and/or for the use of the Supply, unless otherwise agreed on by the Parties.

Should the Customer intend to use the Documents supplied and the relative Supply to incorporate the same into other assets/documents, the Customer must ascertain that the use that will be made of the same does not violate the industrial property rights of third parties and accepts as his exclusive responsibility all charges resulting from said violations, keeping SEASMART exempt.

In any event, should the purpose of the Contract be executed by SEASMART in accordance with the Customer’s specific technical documentation, SEASMART does not accept any liability for any violation of the industrial property rights of third parties and the Customer undertakes to keep SEASMART exempt.

24 - PRIVACY

SEASMART acknowledges that, in compliance with and pursuant to article 13 of the legislative decree 30 June 2003 n.196, and as updated by subsequent provisions, the data supplied by the Customer will be treated exclusively for the pursuit of contractual purposes and the fulfilment of obligations of law connected thereto, also of a fiscal or accounting nature. The information will be handled using computerised and manual means and in any event will be stored in secure premises. Data and information can be passed on to third parties also operating abroad, solely for the purposes specified above. Data and information will not be divulged. In conformity to the said law, SEASMART acknowledges that the rights as per article 7 of legislative decree 30 June 2003 n.196 can be exercised by the Customer at the SEASMART premises, at the email address: info@seasmart.it

Pursuant to the aforementioned art. 7 the Customer has the right to obtain the confirmation of the existence or absence of personal data that concern him, even if not yet registered, and their communication in an intelligible form. The Customer has the right to obtain an indication of the origin of the personal data, the purposes and methods of handling, logic applied in the case of handling undertaken with the aid of electronic instruments as well as the identification of the details of the holder and subjects or categories of subjects to whom the data could be notified. The Customer also has the right to receive updates, corrections or, should he be interested, the integration of data, cancellation, transformation of the same to an anonymous form or the blocking of data handled in violation of the law, including those not required to be held in relation to the purposes for which the data were collected or subsequently handled; certification that the above transactions have been made known, also as regards their content, to those to whom the data were communicated or divulged.

25 - APPLICABLE LAW AND COURT OF JURISDICTION

The Contract is regulated by Italian law. All disputes relating to validity, interpretation, effectiveness, execution and/or cancellation of the Contract, and/or the Conditions, and/or the Order and/or Order Confirmation, will be subject to the exclusive jurisdiction of the Court of Pesaro. Nonetheless the application of the 1980 Vienna Convention on the International sale of Goods, is expressly excluded.