1.1) Object of these general conditions of purchasing. These general conditions of purchasing (hereinafter “GCP”) apply to all relationships for the supply of products, goods or materials (hereinafter individually “Product” and collectively “Products”) and, if applicable, the provision of related ancillary services (such as installation, installation works, testing of Products, etc.; hereinafter collectively “Services”), between Modula S.p.A. – a sole stockholder company – (with registered office at Via San Lorenzo 41, Salvaterra Casalgrande, RE; hereinafter “Modula”) and the vendor of the Products (hereinafter “Vendor”), as agreed on the basis of specific orders sent by Modula pursuant to art. 2.1) below (hereinafter individually “Order” and collectively “Orders”). Together, Modula and the Vendor will be referred to as the “Parties”.
1.2) Acceptance of the GCP. The Vendor accepts these GCP, even if different to its own general or specific conditions of sale. Any amendments and/or additions, as well as any conditions of sale of the Vendor that differ, even if only in part, from these GCP, will only be valid if specifically accepted in writing by Modula, and will represent an express exception to these GCP.
1.3) No obligation to purchase. The Vendor recognizes expressly and accepts that acceptance of these GCP does not impose on Modula any constraint and/or commitment and/or obligation (e.g. exclusivity, minimum order quantity, etc.), except to the extent of the Orders accepted by both Parties.
2.1) Purchase Order. Each supply of Products must necessarily be made in response to a Purchase Order for them issued by Modula (even via an electronic platform, e.g. Jungo etc.), in which the following elements are specified: (i) reference number and date; (ii) quantity of Products and their codes; (iii) requested delivery dates, on condition that – unless agreed otherwise in writing between the Parties – the time interval between the date of the Order and that of delivery must not exceed 15 (fifteen) Working
Days, or 5 (five) Working Days for prototypes or samples of the Products (where “Working Days” means each calendar day, except for Saturdays, Sundays and the public holidays recognized in Italy); (iv) the price, properly calculated with reference to the quantities of the Products and/or Services ordered. Orders may even be sent to the Vendor electronically (e.g. using a telematic platform, by e-mail, etc.).
2.2) Acceptance or refusal of the Order. Within no more than 3 (three) Working Days from the receipt of an Order from Modula, the Vendor may: (i) send an Order confirmation to Modula, without any changes or additions made by the Vendor to the Order sent by Modula being enforceable on Modula; (ii) refuse the Order for documented reasons of Force Majeure (as defined later herein), providing Modula with written evidence for such reasons. The Parties agree that failure by the Vendor to communicate acceptance or refusal of the Order by the above deadline will be deemed to represent tacit full acceptance of the Order issued by Modula. In all cases, Modula will not accept any changes made by the Vendor to the characteristics of the Products or the Services, unless subsequently authorized in writing by Modula and formalized by the issue of an Order.
2.3) Changes to the Order. Prior to acceptance of the Order by the Vendor, Modula may change it by sending written notification to the Vendor; such communication will represent a new Order that supersedes the previous Order, with full application of arts. 2.1) and 2.2) above. In that case, the Vendor recognizes expressly and accepts the following: (i) if the change consists in a reduction in the quantity of the supply, the consideration due will be reduced in proportion to the reduction requested, with the express exclusion of any right of the Vendor to receive indemnities, compensation or reimbursements for expenses incurred or loss of earnings; (ii) the Vendor may not object in any way to any reductions in and/or suspensions of the supply that may be requested by Modula for reasons linked to its technical-production requirements.
2.4) Purchasing forecasts. Modula is entitled to send non-binding purchasing forecasts to the Vendor, but any changes to them and/or failures by Modula to respect them will not entitle the Vendor to assert any alleged rights or claims whatsoever. Furthermore, Modula has no obligation to purchase any of the Products mentioned, or even a minimum quantity of them.
2.5) Related obligations of the Vendor. The Vendor will, solely under its own responsibility and at its own expense: (i) carry out any quality, weight, counting and measurement checks on the Products needed for their delivery pursuant to the applicable Order; (ii) mark, label, identify and package the Products; (iii) insure the Products against economic losses deriving from their damage or material loss during shipment, transportation or off-loading operations or provision of the Services (with coverage, for example but without limitation, of the economic losses deriving from theft, fire, atmospheric events, physical misplacement, etc.); (iv) ship, transport and off-load the Products and provide the related Services, all in accordance with the instructions given by Modula and in compliance with all laws, regulations, decrees, directives, conventions or other sources of law, whether at international, EU, State, regional, provincial, municipal or local level (hereinafter, these mandatory requirements will be referred to, collectively and without distinction, as the “Laws”); (v) install and test the Products delivered, performing such Services in accordance with the provisions of art. 3.2) below; (vi) provide documentation – and related communications to Modula and/or third parties (e.g. customs authorities, clients, etc.) – about the origin of the Products supplied, which in all cases must be made available to Modula by no more than 10 (ten) Working Days from delivery of the Products and/or putting them into service.
3.1) Delivery terms and location. On the date indicated in the Order, as accepted pursuant to art. 2.2) above, the Vendor agrees to deliver the Products to Modula on a “DPP” basis (Delivered Duty Paid, Incoterms® 2020) at the registered office of Modula or at the different address or to the different recipient indicated in the Order.
3.2) Ancillary Services. Should the Order and/or the nature of the Product require the provision of Services (e.g. installation, installation works, testing, etc.), the Vendor agrees to: (i) use the necessary equipment, means and materials supplied under the responsibility and at the expense of the Vendor, as suitably measured and/or checked by a party authorized/certified for that purpose and, in all cases, maintained in the condition envisaged by the applicable Laws (including, but without limitation, Decree 81/2008, etc.); (ii) take responsibility – unless specified differently in the applicable Consolidated Risk Assessment Document prepared by Modula pursuant to Decree 81/2008 (hereinafter “DUVRI”) – for the collection, hand-over and disposal of any resulting waste; (iii) use its own personnel, duly authorized and employed pursuant to the requirements of the DUVRI and the applicable Laws (i.e. working relationships compliant with the applicable Laws governing remuneration, insurance, social security and pensions, health monitoring, occupational health and safety, as well as immigration, the condition and work of foreigners and EU citizens, etc.); (iv) give Modula, on simple request from the same, specific documentary evidence of the above.
3.3) Acceptance of the Products. Mere delivery of and/or payment for the Products will not, under any circumstances, be considered acceptance of them, which will take place solely on the positive outcome of checks documented in a specific Product acceptance/test report signed by the Parties. In the event of reservations or faults identified by Modula at the acceptance/test stage, the Vendor will arrange immediately, at its own expense, to carry out the necessary maintenance and repairs and, after that, to prepare a new Product/Service acceptance/test report for signature by the Parties. In all cases, the absence of an acceptance/test report will be a good reason impeding acceptance of the supply and also, if applicable, payment of the related consideration.
3.4) Penalties for late delivery, installation or testing. The Vendor acknowledges expressly that Modula manufactures, installs and maintains electro-mechanical products and systems that are installed in industrial environments and, accordingly, that any fault or non-conformity in the Products and/or Services supplied, or delays with respect to agreed delivery terms, may result in interruption of the activities of
Modula (or part of them) in favor of its clients, causing Modula to be in breach of its contracts with them. Accordingly, in the interests of Modula, the delivery date and any installation and testing dates indicated for the Products and/or Services in the Order must be deemed essential. In this regard, the Parties agree that the delivery terms will be deemed respected if the Products are actually delivered on the date agreed pursuant to art. 3.3) above, without faults or defects and manufactured to the highest standard, on the understanding that the time needed to eliminate any faults or defects in the Products, or to replace those with faults or defects, will be calculated as a delay. In the event of failure to respect the agreed delivery, installation or testing deadlines, Modula will be entitled – in addition to any other remedy envisaged in these GCP (including, but not limited to, the ability to terminate the contract pursuant to art. 7.3) below) or the applicable Laws – to charge a penalty to the Vendor, for each Working Day of delay after the fifth, equal to 1% (one percent) of the value of the Order affected by the delay; such penalty will be paid by the Vendor upon simple written request made by Modula, with the express right of the latter to offset that charge against the amount due to the Vendor as consideration for the supply.
4.1) Consideration. The consideration agreed for supply of the Products is indicated in the applicable Order and is understood to be fixed, unchangeable and not subject to adjustments or revisions of any kind. In particular, such consideration will remain unchangeably fixed at the amount specified in the Order since, partly as an exception to the provisions of arts. 1467 and 1664 of the Italian Civil Code, all risks associated with extraordinary or unforeseeable events will be borne by the Vendor.
4.2) Payment terms. Unless specified otherwise in the applicable Order, the consideration will be invoiced by the Vendor after final delivery of the Products requested in that Order. In all cases, the invoices issued by the Vendor will become due 90 (ninety) days after the end of the invoicing month and will be settled by Modula by bank credit transfer within 15 (fifteen) days of that due date.
4.3) Reasonableness and completeness of the consideration. By accepting the Order, the Vendor recognizes and accepts that the consideration for the supply remunerates in full the services requested in the Order and takes into consideration, for example but without limitation, the provisions contained in arts. 2.6), 3.2), 3.3), 5.4), 6.2), 6.3), 6.4), 6.6) and 7.4). Accordingly, by paying the agreed consideration, Modula satisfies all economic obligations to the Vendor, which may not demand anything else, for whatsoever reason, neither during the supply relationship nor after its termination, since the Parties took such reasons into account when determining the amount of the consideration.
5.1) Warranties given by the Vendor. The Vendor warrants that the Products and the related Services: (i) will be manufactured to the highest standard and in conformity with the technical requirements contained in the applicable technical specifications and/or Order; (ii) will be in conformity with the related user and maintenance manual; (iii) will be in conformity with the applicable Laws; (iv) will be safe for those who work on the Products and for the third parties that use them; (v) will be accompanied by the certificates and CE marks required by the applicable Laws; (vi) will be of merchantable quality, without faults, defects or non-conformities of any kind, and fully suitable for their intended use, having the promised qualities and those essential for their intended use; (vii) will not infringe any third-party IP rights (as defined later herein), whether in Italy or abroad, such that the Vendor will be solely responsible for the prompt settlement of any claims advanced by third parties in that regard, in all cases relieving and holding free Modula from all actions that might prevent the free use or exploitation of the Products and/or Services. The above warranties will remain in force even when the Products supplied are incorporated in, or used as components in, other goods manufactured or assembled by Modula (or by third parties on behalf of Modula).
5.2) Faults and defects in Products and Services. Should Modula find faults and/or non-conformities in the Products and/or related Services – expressly including, for example but without limitation, any non-conformity with respect to an Order and any infringement of the warranties given by the Vendor in art. 5.1)
above -, Modula must report such faults and/or non-conformities to the Vendor, subject otherwise to loss of the related rights, within 40 (forty) Working Days of delivery pursuant to art. 3.3) above or, in the case of hidden defects, of their discovery, on condition that the last mentioned are identified within 24 (twenty-four) calendar months of delivery of the Products concerned.
5.3) Recognition of faults and defects in Products and Services. On the conditions specified in art. 5. 2) above, the faults and defects in the Products and/or Services reported by Modula may be recognized by (and, therefore, pursued against) the Vendor: (i) in a written confirmation from the Vendor, to be sent within 5 (five) Working Days of receiving the complaint reported by Modula; (ii) tacitly, should the Vendor not object in writing, by the above deadline, to the complaint reported by Modula; (iii) in an opinion released by a third-party laboratory identified by mutual agreement between the Parties within 5 (five) Working Days of the written objection made by the Vendor (without prejudice to the fact that, in the absence of agreement by the above deadline, the laboratory will be identified by the most diligent Party), the results of which will be final and binding on the Parties, with the related expenses borne by the losing Party.
5.4) Remedies for faults and defects in Products and Services. Faults and defects identified in the manner specified in art. 5.3) above will be remedied by the Vendor – without charges for Modula (i.e. without any amount being due to the Vendor for transportation, disposal, etc.) – via repair or replacement of the non-conforming or defective Products and/or Services within no more than 10 (ten) Working Days from one of the determining events identified in art. 5.3) above, without prejudice to the right of Modula, in urgent cases, to make direct arrangements and recharge the related costs incurred to the Vendor. In addition to the above, if the Products are incorporated in other products manufactured by Modula and the faults or defects in them are discovered subsequent to their processing or installation at third-party clients of Modula, the cost of disassembling and reassembling the products concerned will also be recharged to the Supplier, applying the Modula price lists in force at the time. Without prejudice to all of the above, Modula will in all cases be entitled to compensation for any and all losses incurred.
6.1) Confidentiality obligations. The Vendor expressly agrees to keep confident and not disclose any Confidential Information that becomes known as a consequence of the supply, and not to use it for purposes other than execution of the supply. The above obligations will remain in force even subsequent to termination of the commercial relationship between the Parties. For the purposes of these GCP, “Confidential Information” means, collectively and without distinction, any information about Modula, including – without limitation – data, knowledge, patented and patentable discoveries, know-how, trademarks and other distinctive signs (whether de facto or registered), manuals, discoveries, ideas, descriptions, product concepts and designs, prototypes, models, lists of components, quality control reports, tests, studies, improvements, current and future projects, software and source code, hardware, equipment, technical drawings, specifications, new product marketing, distribution or launch plans, as well as any information about the technology of the products commercialized by Modula and related processing, processes, supplies, materials and applications, together with any information, trade secrets or data
relating to the organization, production and operational methods of Modula, data regarding the clients of Modula and, in general, any other technical, economic, legal, commercial or administrative news and any drawings, files, media, product and material samples – regardless of how they are presented and communicated and whether or not the information is indicated to be private or confidential -, as well as all reports, analyses, studies or other documents or materials that contain, reflect or were processed on the basis of such information. The above definition includes the materials and results mentioned in art. 6.2) below, as well as all the Confidential Information belonging to (and relating to) all parents, subsidiaries, associates and related parties of Modula.
6.2) Intellectual Property. The Vendor recognizes that all IP Rights relating to the Confidential Information of Modula and to the products commercialized by the latter are and remain the exclusive property of Modula, even if made available to the Vendor in order to enable the latter to satisfy its obligations under
these GCP. The above also applies in relation to all data, information, materials and results (including, without limitation, prototypes, components, drawings, patented and patentable discoveries, hardware, software, etc.) that are created, developed or achieved by the Vendor during and consequent to execution of the supply of Products and/or Services; such materials and results will be deemed “work-made-for-hire” for the exclusive benefit of Modula, which will acquire the related IP Rights from the moment they come into existence, without any limitation (including, without limitation, the right to use or allow the use of such materials, in the entire world and in perpetuity, to commercialize products developed from and/or in relation to such materials, file patents in its own name in relation to any patentable inventions that derive, even if only in part, from the above materials, etc.). For the purposes of these GCP, the term “IP Rights” means, collectively and without distinction, any and all rights over, or ownership or other interests in, industrial inventions, trademarks and other distinctive signs (de facto or registered), utility models, industrial models and designs, domain names, industrial secrets, authorship rights, copyrights, rights over know-how, software and databases, rights deriving from the regulations that govern unfair competition, so-called “moral” rights (to the maximum extent allowed by the relevant current Laws), and all other industrial and intellectual property rights, expressly including, without limitation, the ownership rights governed by Decree 30/2005 and the authorship rights governed by Law 633/1941. The foregoing also includes the right to enforce the above rights in any jurisdiction (including, without limitation, administrative and governmental jurisdictions, actions both in and out of court, etc.), anywhere in the world, now or in the future, for the maximum allowed duration and, where possible, in perpetuity (including, without limitation, the rights to file and to assert priority, as well as the rights to territorial extension, reissue, review, renewal, etc.).
6.3) Export controls. The Vendor recognizes and accepts expressly that the Products are subject to the export control Laws in force in the countries in which Modula carries out its activities (such as, without limitation, laws and sanctions envisaged by the European Union, the National Security Council of the United States of America, the International Atomic Energy Agency, etc.) and therefore, the Vendor agrees to supply the Products in strict compliance with such Laws. In particular and without prejudice to the above, the Vendor guarantees that: (i) use (including, without limitation, holding, transformation, incorporation in other products, commercialization, exportation, etc.) of the Products by Modula does not infringe any Laws governing their export and/or re-export; (ii) the Products do not and will not have any characteristics prohibited by sanctions or embargoes envisaged by the principal domestic and international (e.g. Italy, European Union, UN, etc.) authorities and agencies. For this purpose, where applicable, the Vendor will issue – or obtain that any sub-vendor issues – a declaration and/or any other document requested by Modula or by any applicable Law or competent authority, to confirm the guarantees given above.
6.4) Safety and prevention. The Vendor recognizes and accepts that Services related to supply of the Products (including, without limitation, any off-loading, installation and testing activities) may be provided within premises available to Modula and, in that case, the Vendor will be informed by Modula both about the specific risks existing in the environment in which such activities must be carried out, and about the prevention measures adopted, as expressly envisaged in the DUVRI. In that case, the Vendor must disclose the information contained in the DURVI prepared by Modula to its workers, in a complete and appropriate manner, it being expressly understood that, in relation to all other specific risks of the Vendor not attributable to interference, the latter remains obliged to assess the specific risks inherent in its activities, prepare the related DUVRI and arrange to implement the safety measures needed to eliminate or minimize such risks.
6.5) Insurance policy. The Vendor agrees to arrange and/or maintain, at its own expense for the entire duration of the supply, one or more insurance policies with leading insurance companies that cover the following risks: (i) Product Liability, with a minimum maximum of Euro 2,000,000 (twomillion/00) per insured event; (ii) Third-Party Liability / Employee Liability (RCT-RCO), in relation to any losses caused by any collaborator and/or employee of the Vendor, even in the context of providing Services, with a minimum maximum of Euro 2,000,000 (twomillion/00) per insured event.
6.6) Inspections and checks at the premises of the Vendor. After sending a written communication to the Vendor, giving at least 3 (three) Working Days’ notice, Modula is entitled to send its authorized representatives to the place where the Products are manufactured, in order to check that they are being made properly.
6.7) Indemnity and release. The Vendor expressly agrees to relieve and hold free Modula from all losses, damage, liabilities, costs and expenses (including lawyers’ fees) that may be incurred by the latter as a consequence of claims, applications or actions (including, without limitation, claims or actions by third parties or proceedings by or penalties from State, regional or local authorities or agencies, etc.) as a result of failure by the Vendor to respect its obligations and the warranties and guarantees given pursuant to these GCP, expressly including, without limitation, the obligations, warranties and guarantees given in arts. 5.1), 5.4), 6.1), 6.2), 6.3), 6.4) and 8.3) above.
7.1) Duration. These GCP will apply to all supplies of Products between Modula and the Vendor, commencing from their acceptance and terminating on satisfaction of the obligations envisaged in art. 5.4) above, at the end of the warranty period.
7.2) Withdrawal. Each Party is entitled to withdraw from these GCP on sending a written communication to the other Party by certified e-mail, giving at least 30 (thirty) calendar days’ notice. In that case, the Vendor agrees to execute (and Modula agrees to pay the consideration for) each Order received by the effective date of withdrawal, and these GCP will remain in force in relation to such Orders.
7.3) Early termination. Pursuant and consequent to art. 1456 of the Italian Civil Code and without prejudice to the reimbursement of losses, Modula will be entitled to terminate each Order early and immediately – in a written communication sent to the Vendor by registered letter with confirmation of receipt or by certified e-mail – should the Vendor fail to satisfy any one of its obligations pursuant to arts. 2.5) (Related obligations of the Vendor), 3.1) (Delivery terms and location), 3.2) (Ancillary services), 3.3) (Acceptance of the Products), 3.4) (Penalties for late delivery, installation or testing), 5.1) (Warranties of the Vendor), 5.4) (Remedies for faults and defects in Products and Services), 6.1) (Confidentiality obligations), 6.2) (Intellectual Property), 6.3) (Export Controls), 6.4) (Safety and prevention), 6.5) (Insurance policy), 6.6) (Inspections and checks at the premises of the Vendor), 6.7) (Indemnity and release), 8.2) (No assignment and change of control), 8.3) (No publicity) e 8.4) (Organizational Model and Code of Ethics), it being expressly understood between the Parties that satisfaction of the obligations envisaged in the above articles is an essential condition for continuation of the relationship, specified in the sole interests of Modula. In the event of any other infringements, including slight breaches or inexact performance, the provisions of art. 1454 of the Italian Civil will apply.
8.1) Force majeure. For the purposes of these GCP, a “Force Majeure” event is understood to mean any event or situation: (i) beyond the reasonable control of the Party affected by that event or situation; (ii) that could not reasonably have been foreseen at the time of concluding the contract; (iii) whose effects could not reasonably have been avoided or overcome by the Party affected by that event or situation. Under the above conditions, Force Majeure includes such events or deeds as: civil or military war, hostilities, invasion, military mobilization, revolt, rebellion, revolution, coups, usurpation of power, insurrection, terrorism, sabotage, piracy, currency or commercial restrictions, embargoes, sanctions, measures (even if illegitimate) adopted by authorities, expropriation, sequestration, requisitions, nationalization, epidemics, pandemics, natural disasters, explosions, fire, destruction, prolonged breakdowns of transportation, telecommunications, IT systems or energy sources, impediments to work (such as boycotts, strikes, factory and office sit-ins, etc.). Should a Force Majeure event occur that prevents or impedes a Party from satisfying one or more its contractual obligations, that Party must notify the other Party about the above situation, providing evidence of the applicable Force Majeure event. Without
prejudice to the obligation of the affected Party to adopt all measures to limit the effects deriving from the invoked Force Majeure event, that Party will be exonerated from its contractual obligations, including those to pay compensation, from the moment that the Force Majeure event makes contractual performance impossible until its conclusion. If the duration of the invoked impediment essentially deprives the Parties of that which was reasonably legitimate to expect from performance of the contract, each Party will be entitled to terminate the contract by sending a written communication to the other Party within a reasonable period; in all cases, the contract may be terminated by either Party if the duration of such impediment exceeds 30 (thirty) calendar days.
8.2) No assignment and change of control. Unless agreed otherwise in writing, the Vendor may not assign the contract to third parties, neither in whole nor in part, not even on the sale of its business or line of business. Conversely, Modula may assign any amounts due from the Vendor, relying on acceptance of these GCP as express authorization and consent from the latter for such assignment.
8.3) No publicity. In the absence of prior written consent from Modula, which will establish the basis and form, the Vendor may not make any commercial communications to third parties about its relationship with Modula governed by these GCP (e.g. in brochures, websites, press releases, etc.).
8.4) Organizational Model and Code of Ethics. The Vendor is aware that Modula has adopted and implemented an
Organization, Management and Control Model pursuant to Decree 231/2001, with related Code of Ethics and Disciplinary System, that the Vendor confirms having read from the website www.modula.com and understood in full. For this purpose, when executing the contract, the Vendor agrees – for itself and, pursuant to art. 1381 of the Italian Civil Code and other requirements, on behalf of its employees, collaborators and advisors – to comply with the principles embodied in the Modula Organization, Management and Control Model, as well as to respect its contents and procedures, abstaining from any conduct that might represent an offense specified in Decree 231/2001 and described in the above Organization, Management and Control Model. Adoption by the Vendor – and/or its employees, collaborators and advisors – of conduct that infringes the above instructions or, in any case, is not founded on the principles of transparency, propriety and probity, will entitle Modula to terminate the contract, pursuant and consequent to art. 1456 of the Italian Civil Code, without prejudice to the reimbursement of any related losses.
8.5) Applicable law and Jurisdiction. These GCP are governed by Italian law and all disputes arising between the Parties about the contract and these GCP, including those about their interpretation, application or execution, will be referred to the sole jurisdiction of the Reggio Emilia court.
8.6) Tolerance. Any inertia by Modula in relation to conduct by the Vendor that infringes the requirements of the Order or these GCP, or even that is not covered by them, may never be construed as definitive conduct and/or proof, or mere evidence of tolerance and/or acceptance by Modula in relation to the legal or contractual rights that Modula is in all cases entitled to enforce.
8.7) Copies and electronic signatures. Multiple separate copies of these GCP may be signed, each of which will be deemed an original and which collectively will comprise just one, single original, as if all the signatures placed on them were applied to the same document. Any copies of these GCP signed and delivered by e-mail will be deemed for all effects to have been duly signed and delivered by the signatory Party. More specifically, the Parties recognize and accept that these GCP may be signed and/or transmitted by e-mail in an electronic format (such as, but not limited to, “pdf”, “tiff”, “jpeg”, etc.) or using e-signature technology (such as, but not limited to, DocuSign, Adobesign or other e-signature technologies), and that the application of such e-signature will be valid, executive, effective and capable of binding the signatory Party, as if that person had personally signed an original paper document.
8.8) Changes. These GCP may not be altered, changed, amended or deleted, in whole or in part, without the written agreement of both Parties.
8.9) Partial invalidity. Should any of these clauses become invalid, such invalidity will not affect the validity of all the other clauses in these GCP: such invalid clauses will be replaced by new clauses that respect the economic principles and spirit of those invalidated.
8.10) Privacy and the protection of personal data. Pursuant to arts. 13 and 14 of Regulation (EU) 2016/679 on the protection of personal data (hereinafter, “GDPR”), Modula – as the Controller – will process the personal data of the Vendor, howsoever communicated and acquired in execution of the contract, for the sole purpose of satisfying pre-contractual, contractual and legal obligations in compliance with the GDPR. For this purpose, the Vendor – which at any time may exercise the rights envisaged in arts. 15 to 22 GDPR – confirms having read and accepted the policy of Modula on the processing of personal data that is available at the following address https://www.modula.eu/privacy-policy/.