General Purchasing Conditions

“Supplier”: any physical or legal person, any body (public, private or from the third sector included non-profit organizations) or groups of said persons and/or body, that are entitled to have commercial relationships or collaborations or partnerships with Roche Diagnostics, provides on the market, respectively, the realization of projects, works, the production or distribution of goods, the supply of products or services.

“Order”, “Purchasing Order”, “PO”: written document legally binding and comparable to a contract, through which Roche Diagnostics, as commissioner or buyer, formalizes to the Supplier, that accepts, its own intention to have a commercial transaction as per object one or more performances or obligations already defined in all fundamental elements with previous negotiation positively concluded among Roche Diagnostics and the Supplier itself (hereafter, together, the “Parties”).

“Contract”: legally relevant relationship between the Parties, effect of the issuance of the Order by Roche Diagnostics followed by the acceptance of the same by the Supplier, and which involves the application of these General Purchase Conditions.

“Product”: any performance, work or material activity, immaterial or intellectual service that may be object of a commercial transaction, as indicated in the Purchasing Order.

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Roche’s orders can be made to the Supplier, alternatively or cumulatively, at Roche’s exclusive discretion, via courier, mail, email, telefax or in person, and must be signed, also via electronic signature, by two duly authorized corporate attorneys, with the Supplier being bound to accept the form and methods determined by Roche from time to time. Pursuant to art. 1326 of the Italian Civil Code, by commencing fulfilment of its contractual obligations, the Supplier tacitly accepts Roche’s General Purchasing Conditions.

Furthermore, beginning its fulfillment of the contractual obligations, the Supplier tacitly accepts the here presented General Purchasing Conditions.

It is understood that Roche reserves the right to revoke the purchase order with written and motivated communication given to the Supplier, in case of force majeure or change in its own company schedule, paying the Supplier only the amounts equal to the expenses incurred and documented until the revocation of the purchase order.

The acceptance of the order on the Supplier side does not imply any bound of exclusivity neither gives to the Supplier nor to third parties involved the right to mention Roche Diagnostics among its references.

 

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The Supplier undertakes to perform the services/works/supplies that are the subject of this purchase order with the utmost diligence and expertise. Roche reserves the right to check the progress and good execution of the supplies related to the issued orders, via visits and checks made at the discretion of its personnel at the Supplier’s premises.

 

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The prices set for this supply are fixed, unchangeable and, unless otherwise specified, inclusive of packaging for shipment. Unless otherwise specified by Roche in writing, the payment conditions shall not provide for a term shorter than 60 days from the end of the month of the invoice date, via bank transfer; the debiting of bank charges shall not be accepted. The invoices shall always contain the number of the purchase order indicated by Roche Diagnostics, the name of Roche’s internal contact person and shall be sent in .xlm format through the Exchange System inputting in the dedicated field the receiver code A4707H7.

These invoices shall not be issued with a date prior to the date of delivery of the relative goods and shall make reference to the order number, the shipping document and indicate, in the same sequence, the products, works or services listed in said document; in the event of partial delivery, the invoice shall indicate whether said delivery is the initial delivery or the balance. In any case Roche shall been titled to refuse the goods or the invoices in the event of breach of these conditions and all costs and charges shall be borne by the Supplier.

The Supplier’s credit towards Roche is not transferable to third parties pursuant to art.1260, 2nd par. of the Italian Civil Code. 

 

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Roche shall have the right to refuse the products that are delivered late compared to the agreed terms, without any need for additional clarifications with the Supplier. The deliveries on Roche's account shall be made by the Supplier, unless otherwise instructed, at the prices and conditions that offer the cheapest overall transport tariff. Deliveries to Roche facilities must be made during normal business hours, which the Supplier is asked to check beforehand. For the deliveries requested by Roche, the Supplier must use authorised couriers recognised nationally and/or internationally, possessing suitable insurance for the transported goods, and must forward Roche a copy of the relevant delivery documents. In case of special requirements/risks regarding the deliveries due to the characteristics of the transported goods, the Supplier undertakes to stipulate, upon Roche’s request, the necessary supplementary insurance in order to guarantee the delivery. The relevant cost and methods shall be defined and agreed between the parties from time to time. Any break, deadlock and other expenses due to the Supplier’s missing documents shall be charged to the same Supplier. For deliveries abroad, the Supplier is obliged to send, before the arrival of the goods, the certificate of origin and four copies of the invoice for the customs office. Deliveries must be made in the set terms. In the event of a foreseeable delay, the Supplier must give prompt communication in advance. Roche shall be entitled to procurement from third parties, cancelling the order or the part of it that is delayed, reserving the right to claim consequential damages. Unless otherwise stipulated in the order, delivery shall be C.I.P. (Incoterms 2000) up to the place of delivery indicated in the order. All products shall be delivered using appropriate means of transport and shall be marked in accordance with the laws currently in force. It is, however, agreed that the Supplier shall continue to be liable for risk of loss of product up to such time as Roche shall have full availability of same, having signed the shipping document, at Roche premises or, subordinately, at different places agreed in writing. If the cost of the packaging is not included in the price, the Supplier shall, at the time of shipment of the material, impart precise instructions for its collection.

 

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The shipping documents (S.D.) shall indicate the order number, the identification code (if any), the relative description and the quantity of the product to which they refer. In the event of partial delivery, the S.D. shall indicate whether the delivery is an initial delivery or a delivery of the balance; in the event of replacement of faulty products, the details of the S.D. issued by Roche shall be given.

 

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With regard to the goods to be supplied, an excess of not more than that agreed on or that is customary shall be tolerated. In the event that the quantity of goods delivered exceeds this tolerance, the Supplier undertakes to recall the excess quantity at its own expense. Any increase in the products, works or services compared to the amounts stated in the initial order can take place only through a subsequent purchase order. The Supplier declares and warrants that, irrespective of any consent or preliminary check on the part of Roche, the goods delivered are free from all forms of patent or latent defects of origin or manufacture and fully conform to the prescriptions of this order. In the case of orders that explicitly specify acceptance tests, acceptance shall be subject to a favorable outcome of same. In the event of failure to accept the supply for defects in terms of performance or execution, the Supplier shall replace what was delivered at its expense and according to the terms indicated by Roche. All this without prejudice to Roche’s right to cancel the order, wholly or partially, and to be indemnified for the damage suffered. Any testing of the products and works must be performed with good workmanship and documented in writing. 

 

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The Supplier guarantees that the goods delivered shall maintain the technical characteristics established and shall be in good working order. Unless otherwise agreed in writing due to the peculiarities of the product, the supply is covered by warranty by the Supplier for a period of 365 days from the delivery date. Roche must notify to the Supplier any defects found within 60 days from the delivery in case of patent defects, and within 60 days from their discovery in case of latent defects. The defects discovered when unpacking are considered as latent defects. The obligation to report the defect by the terms above does not apply if the Supplier recognized the existence of the defect or hid it. If a defect is found in the product by the warranty period, and communication is given to the Supplier by the abovementioned terms, the Supplier must promptly repair or replace it at its expense; otherwise Roche shall be entitled to eliminate the effects directly or through third parties, charging the Supplier the related costs. In any case the Supplier remains responsible for the defects found in the product supplied and for any damage caused by it to Roche or third parties, in compliance with national and community regulations. For all parts replaced, repaired or modified, this warranty period is automatically renewed for the same period starting from the date of restart-up. It is understood that any repair, replacement or modification that proves to be necessary under the warranty shall be borne by the Supplier, without prejudice to the right to compensation for damages. 

 

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The Supplier guarantees that the products, works or services and the relative documentation supplied to Roche do not infringe any patent, trademark, software, copyright or other intellectual and industrial property right of any third party, at national or international level, and that no legal action for infringement of patent or breach of the rights referred to above is pending before any whatsoever court; if this is not the case, the Supplier has an obligation to inform Roche in writing. The Supplier shall hold Roche harmless against all claims of third parties asserting infringement or breach. Roche shall have the right, free of charge, to utilise the product, work or service documentation, reproduce, translate and modify the same to include it in its own documentation and supply it to its associated companies abroad. 

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If the subject of the orders is created in execution of molds, specifications, indications, technical solutions or know how communicated by Roche, the Supplier cannot use them in third party supplies unless authorised to do so by Roche in writing. Upon Roche’s request, the Supplier undertakes to immediately return all the documents provided to it, including any copies or reproductions. 

 

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Pursuant to Leg. Decree 152/2006 and subsequent amendments and integrations, the Supplier undertakes to remove, keep and dispose of the waste generated by the processing activities, being entirely responsible for managing it and exempting and keeping harmless Roche from any responsibility which may derive in this sense. When provided for by the applicable regulations in force or following an expressed request, the Supplier shall forward to Roche copies of the documents proving the disposal.

 

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In case of supply of machinery or equipment, the Supplier guarantees that the product being supplied complies with EC Directives and national implementing regulations, is in good working order and was made in accordance with applicable regulations on the safety of the plants and hygiene and safety in the workplace. Roche reserves the right to request the Supplier to enter into an insurance policy that guarantees the correct operation as well as covering third party civil liability. 

 

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The Supplier guarantees to comply with all the regulations in force on health and safety in the workplace (Leg. Decree no. 81/2008), assuming any responsibility regarding the due fulfilment of contractual, welfare and insurance obligations towards its personnel, being also liable for any damage or accident caused to the same personnel in performing the service. The Supplier shall in particular be obliged to pay the withholding taxes on the income of employees and the compulsory welfare and insurance contributions set by law for accidents at work and occupational diseases of the employees, notwithstanding Roche’s right to verify the fulfilment of these obligations, requesting a copy of the relevant documentation (by way of example: DURC – Single Insurance Contribution Payment Certificate). Therefore Roche reserves the right to suspend the payment of the due consideration until the Supplier produces the documentation above, once requested.

Thus the Supplier undertakes to:

a) guarantee its personnel a regulatory and remuneration treatment that is not lower than the one established by the contractual regulations in force for the relevant category;

b) provide insurance coverage for accidents at work, third party civil liability regarding people or objects with a suitable ceiling, stipulated with leading insurance companies, for social security and health treatment, and observe all the provisions in force regarding employment laws;

c) adopt all the measures, devices and procedures aimed at avoiding the occurrence of accidents and damage to people or objects;

d) strictly comply with applicable regulations on environmental protection and waste management. 

 

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Regardless of the signing of a dedicated non-disclosure agreement, the Supplier undertakes to consider all the information received by Roche or in any case acquired while executing the order, as confidential and not to disclose to third parties or use for purposes other than the execution of the order, without Roche’s prior written consent, technical and commercial information, including drawings, outlines, designs, molds, samples and components, supplied by Roche for the execution of the order or in any case acquired while executing the same order. This prohibition must be considered as binding for the Supplier and its assignees also after the termination of the contractual relationship with Roche for a period of five years, and shall be binding also in case of change in the company name and ownership structure of the Supplier. In case of breach Roche may intervene for damage compensation, notwithstanding the right to prosecute the Supplier pursuant to articles 621, 622 and 623 of the Italian Criminal Code. The Supplier shall not make reference to Roche or to the purchasing order in any of its press releases or other forms of advertising unless authorised by Roche beforehand in writing.  

 

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Sub-contracting the services/works/supplies commissioned by Roche to the Supplier is forbidden.

Deviating from this prohibition, the Supplier, before the beginning of any activity related or preparatory to the activity itself and in due time, may ask Roche to subcontract to third parties the execution of all or part of the services/works/supplies, indicating in the quote all the details of the subcontract.

It is specified that, pursuant to the regulatory provisions in force, the Supplier is responsible with the subcontractor jointly and severally for the application and payment of the withholding taxes on the income and the compulsory welfare and insurance contributions set by law for accidents at work and occupational diseases of the employees to which the subcontractor is obliged. This joint and several responsibility may cease to apply only when the Supplier finds, by acquiring the related documentation prior to paying the consideration, that the obligations stated above and connected to the employment performance concerning the entrusted work, supply or service, have been correctly carried out by the subcontractor, notwithstanding Roche’s right to suspend the payment of the consideration until subcontractor produces the related documentation (by way of example, DURC). It is understood that the Supplier is obliged to carry out a substantial selection of the subcontractor based on an in-depth assessment of the requirements in terms of organizational structure, personnel, skills and expertise in the industry, compliance with regulations and the obligations applicable to the activity and services that are the subject of the subcontract. In any case, the Supplier shall remain the only responsible party towards Roche, also in relation to the subcontracted works. Roche Diagnostics reserves the right to ask the Supplier, under objective reasoning, to interrupt the relationship with the sub-contractor at any moment, substituting them with a sub-contractor approved by Roche Diagnostics.

 

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The Supplier declares to know and to comply with the provisions established by anti- corruption laws and regulations.

The supplier declares to have verified the absence of any potential or apparent situation of conflict of interest that may compromise the commercial relationship with Roche Diagnostics.

The Supplier declares that it has verified, also in relation to all its employees, the absence of any restriction on collaboration, undertaking to ascertain and declare the absence of any irregularity, in compliance with current laws and regulations on anti-corruption and transparency , where envisaged and applicable, at national and / or regional level and relating to the reference industrial sector, including the implementation guidelines adopted by the National Anti-Corruption Authority (ANAC).

The Supplier shall not undertake, even tentatively, any action that may determine a breach of the Code of Ethics by a Roche employee or which may result, always by any company of the Roche Group, in a breach of the laws concerning the prevention of frauds, corruption, racketeering, money laundering or terrorism.

The Supplier must not either directly or indirectly pay, promise or authorize the payment of cash, or promise or authorize the concession of any valuable asset to any person or body, including professionals operating in the healthcare industry or public official, or personnel of any healthcare facility, to attempt to obtain an undue advantage for any company of the Roche Group. The supplier guarantees that will not receive directly or indirectly neither will request compensation or valuable objects by any person or body to attain an undue advantage.

The Supplier declares that in the 24 months prior to this contractual relationship it has not made, solicited, authorized or received any payment, promise or perk related to the description in the paragraph above.

In any case, both Parties undertake to comply with the obligations arising from the Order and from the acceptance of these Conditions, in compliance with current legislation and regulations on the prevention and repression of corruption, racketeering, money laundering or terrorism.

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The Supplier declares:

• to be aware of the current legislation on the administrative liability of companies and, in particular, of the provisions of Legislative Decree 231/2001, and to comply fully and continuously;
• to be aware of the adoption and implementation, by Roche Diagnostics, of an "Organization, management and control model" drawn up in accordance with the provisions of Legislative Decree 231/2001 (hereinafter, the "Model "), the principles of which the Supplier fully shares and without exception.

The supplier guarantees to have adequately trained, or undertake to train, its personnel with regards to the Legislative Decree 231/2001 and to have adopted and implemented organization and management models that are suitable to prevent crimes from being committed pursuant to the regulation on the administrative responsibility of companies under said Decree and to have set up surveillance and control mechanisms for the same personnel in order to prevent crimes from being committed.

It is understood that failure by the Supplier to comply with the precepts referred to in Legislative Decree 231/2001 and the Model is considered by Roche Diagnostics as a serious breach and grounds for termination for breach pursuant to art. 1456 of the Italian Civil Code with immediate effect.

Roche shall have the right to revoke the purchase orders in writing, fully or partially, and therefore declare the contract relationship terminated pursuant to art. 1456 of the Italian Civil Code.

In the course of its interaction with Roche Diagnostics, the Supplier undertakes to promptly inform Roche Diagnostics of any event (including by way of example and not limited to: opening of proceedings pursuant to Legislative Decree 231/2001 at its own expense; information of surveys or news published in major newspapers; etc.) potentially relevant to the Supplier's corporate structure, in terms of the cases contemplated by Legislative Decree 231/2001. Pursuant to this paragraph, "timely" means the communication received by Roche Diagnostics no later than two working days after the Supplier's knowledge of the event itself.

Without prejudice to any other remedy granted to Roche Diagnostics by law, including the right to damages, Roche Diagnostics has the right to cancel the Purchase Order, in whole or in part, and to declare the relationship terminated with effect from date of receipt of the communication sent by Roche Diagnostics to the Supplier, pursuant to art. 1456 of the Italian Civil Code, in the case in which:

• the Supplier has not fulfilled the obligations under the General Purchasing Conditions, with particular but not exclusive reference to articles 15 and 16, i.e. should the conduct of the Supplier be in some way harmful to Roche’s reputation or the reputation of one of the affiliates of the group, notwithstanding the right to compensation for the damages suffered;
• The Supplier does not fulfil its obligation deriving from the purchase order and relating to: delivery dates and quantities, deviations, confidentiality or other specific obligations;
• the Supplier undergoes a substantial change in the ownership of its shares or stakes, as a result of which the person who has the majority required for the election of Directors is modified, or undergoes the transfer to third parties of a substantial part of his company (eg in the case of extraordinary corporate transactions);
• the Supplier breaches the “Safety regulations for the prevention of accidents in the workplace” and/or Roche’s internal safety regulations;
• the subject of the order includes the transportation of hazardous or harmful or toxic substances and the Supplier does not have the appropriate national or regional authorizations. 

 

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For the entire duration of the relationship and for the 24 (twenty-four) months following its expiration, for the purpose of checking and monitoring the correct execution of the agreed services, the Supplier guarantees Roche Diagnostics, any audit company it may appoint and to any regulatory authority (with at least 5 working days' notice) the right to access its premises and directly access and examine any document that exclusively refers to the service/work/supply and the obligations borne by the same Supplier under these general agreement conditions ("Audit").

As part of the Audit, Roche may have access to commercially sensitive information (including copy of the supporting documents of the costs present in the final balance) of the Supplier, its affiliates or any of its contractors and sub-contractors involved in the execution of the service/work/supply related to the Order. To this end, the Supplier undertakes to provide a copy of the documentation indicated by Roche Diagnostics within two weeks of the request (which will be formalized by means of a specific communication addressed by Roche Diagnostics to the Supplier) or other deadline established at the start of the Audit activities.

Should this Audit be carried out by auditing companies appointed by Roche, these shall report to Roche only the pertinent information to inform it on the compliance with the provisions and content of the General Purchasing Conditions.

 

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Pursuant to EU Regulation 2016/679 ("GDPR") relating to the "protection of individuals with regard to the processing of personal data, as well as the free circulation of such data", with reference to the processing of personal data relevant for the purposes of the Contract in in the context of the execution of the Order, the Parties declare that they have mutually communicated the information referred to in Articles 13 and 14 of the GDPR regarding the purposes pursued, the legal bases of the processing, methods and tools used, as well as the rights and methods of exercising them.

The Parties declare that the personal data provided are accurate and correspond to the truth, mutually exonerating each other from any responsibility for material errors of compilation or for errors deriving from an incorrect attribution of the data in the electronic and paper archives.

Roche Diagnostics and the Supplier undertake to process personal data relating to the Order and its execution in compliance with the principles indicated by the GDPR. In particular, these data are:

a) processed in a lawful, correct and transparent manner;

b) collected and processed for specific, explicit and legitimate purposes;

c) adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed;

d) accurate and, if necessary, updated;

e) kept in a form that allows the identification of the data subjects for a period not exceeding the achievement of the purposes for which they are processed; f) processed in such a way as to ensure adequate security.

Both Roche Diagnostics and the Supplier undertake to comply with the requirements of the GDPR and to adopt the appropriate security measures referred to in Article 32 of the GDPR.

With particular reference to any sensitive data processed during the course of the service, the Supplier undertakes to observe and ensure that its employees observe the legislation in force applicable to the processing of such data as well as to comply with the specific instructions given by the Data Controller to this regard.

Where the Supplier detects a violation of personal data, as defined in the GDPR, or, in any case, its inability to comply with any instructions received by the Data Controller, even by unforeseeable circumstances or force majeure (damage, anomaly in the functioning of the protections and access control, etc.), must implement possible and reasonable safeguards and must immediately notify Roche Diagnostics and agree on any further protective measures.

Where the Supplier receives a communication relating to the exercise of the rights referred to in Articles 15-22 of the GDPR, and if this communication concerns the treatments carried out by the Supplier on behalf of Roche Diagnostics, the Supplier undertakes to notify Roche Diagnostics (in any case no later than 24 hours from receipt of the communication by the data subject).

If, in relation to the services rendered in execution of the Order, the Supplier is qualified by Roche Diagnostics, as Data Controller, as Data Processor pursuant to art. 28 of the GDPR, Roche Diagnostics will proceed with the appointment of the Supplier with a specific written document.

 

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In case of delay in the execution or delivery of what is indicated in the Order, Roche Diagnostics reserves the right to apply a penalty equal to 5% (five percent) of the total amount of the Order, calculated for each day of delay.

The penalty will not be applied only in the case of delay on the established terms due to causes not attributable to the Supplier.

 

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Roche Diagnostics may terminate the Agreement at any time by simply sending a written communication to the Supplier by registered letter with return receipt. In this case, the Supplier will be entitled to the consideration actually accrued on the effective date of the withdrawal, being excluded any further compensation and / or indemnity.

 

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The current directive on in vitro diagnostic medical devices (98/79 / EC) and its implementation in Legislative Decree n. 332/2000 provide for the obligation, on the part of the manufacturer or his authorized representative, to immediately notify the Ministry of Health for:

a)    any malfunction or alteration of the characteristics and performance of a medical device, as well as any inadequacy in the labeling or instructions for use which may or may have resulted in death or serious deterioration in the health of a patient or a user;

b)    any technical or medical reason connected to the characteristics or performance of a medical device which, for the reasons referred to in letter a), involves the systematic withdrawal of devices of the same type by the manufacturer.

Therefore, the Supplier undertakes to analyze, if it is the manufacturer of the Product, or to immediately communicate to the manufacturer of the Product for appropriate evaluations, all the reports collected by Roche Diagnostics and sent to him, in accordance with this legislation, for the possible activation of the planned actions.

The Supplier also undertakes to give immediate written notice to Roche Diagnostics, regarding the forwarding of the report to the manufacturer, when the Supplier is not the manufacturer of the Product.

Within 30 working days of receipt of the report, the Supplier will communicate to Roche Diagnostics the results of the investigations conducted and the actions that, if any, it intends to take.

All customer reports from Roche Diagnostics relating to problems encountered with the Product will be forwarded by Roche Diagnostics to the Supplier.

Any communications relating to supervisory activities will be sent by registered letter with return receipt and possibly sent in advance by fax.

For the purpose of optimal product management, Roche Diagnostics undertakes to maintain the traceability of the same at the time of sale to its customers. Any actions to recall the Products, a decision that is up to the Supplier if as manufacturer, or to the manufacturer of the Products of which the Supplier is a distributor, will be immediately communicated to Roche Diagnostics.

In the case in which the Supplier, following a technical intervention shall substitute or merely modify the product, it will keep track of it and promptly notify Roche Diagnostics.

 

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Any subordinate employment relationship between Roche Diagnostics and the Supplier's employees in compliance with Legislative Decree 276/2003 is excluded. The Supplier is solely responsible for the qualification, execution and termination of the relationship between the Supplier and any autonomous or subordinate collaborators appointed by the same.

The Supplier is the only person responsible for the salary, contributory or of any kind, relative, connected or originating from the relationship between the same Supplier and any autonomous or subordinate collaborators of the same, appointed to follow up the order received by Roche Diagnostics.

The Supplier also declares that its employees and / or the third parties it makes use of are regularly insured with the social security and welfare institutions required by law.

The Supplier guarantees to fulfill all the obligations towards its employees and / or collaborators which it uses deriving from the laws and regulations in force in the field of work, accident regulations, health and safety, hiring and remuneration, social security and assistance, employment and all related charges. To this end, the Supplier undertakes to provide Roche Diagnostics at any time, at the latter's request, with all the documentation proving the fulfillment of the aforementioned obligations (for example: DURC).

The Supplier undertakes as of now to indemnify and / or hold Roche Diagnostics harmless from any claims made against the latter by the aforementioned collaborators and / or staff of the Supplier and relating to credits of all kinds, the qualification, execution and termination of the relationship between them and the Supplier.

The Supplier undertakes as of now to indemnify and / or hold Roche Diagnostics harmless from any damage caused by the Supplier to third parties in carrying out activities related to the execution of the order.

The Supplier undertakes to notify Roche Diagnostics promptly, and in any case no later than 5 (five) working days from knowledge, of any dispute and / or claim by its employees or former employees in relation to the execution of the Order.

 

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In the event that Roche Diagnostics is configured as a subject falling within the scope of application of art. 3 of Law 136/2010, it is understood that:

a) the Supplier assumes the obligations, provided therein, of traceability of financial flows, applicable to the services covered by the contractual relationship including the indication of the C.I.G. on the invoice;

b) in the event of subcontracting of part of the activities covered by the Contract, the Supplier ensures compliance with the obligations referred to in the aforementioned legislation also for the subcontractor. However, the Supplier remains liable to Roche Diagnostics in the event of a breach by the subcontractor of the obligations under Law 136/2010 and undertakes to indemnify and / or otherwise hold it harmless from any damage resulting from failure to comply with the aforementioned obligations;

c) the contractual relationship is terminated in all cases in which the transactions relating to it are carried out in ways other than those provided for by the aforementioned rule for the services covered by the Contract.

 

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The Supplier declares to have, with a primary insurance company, an insurance contract for civil liability towards its employees (RCO), third party liability (RCT) including machinery, plants and building structures, the limits of which are in line with the highest market levels of its reference sector. The Supplier warrants that it can produce a copy of the valid policy referred to in this article to Roche Diagnostics upon simple request from the same.

The Supplier must also ensure that the above insurance contracts are maintained for the duration of the relationship with Roche Diagnostics.

 

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If extraordinary and unforeseeable events occur, due to force majeure, which prevent or delay the execution of the Order by the Supplier (such as epidemics, wars, coups, earthquakes, fires, floods, natural disasters), the terms for the execution of the obligations arising from the order will be considered extended for the period of the continuation of said events and their effects.

The Party against which the force majeure event has occurred is required to promptly and in writing notify the other Party of the occurrence and cessation of the event itself, adopting all appropriate measures to limit its effects.

If the aforementioned events of force majeure persist for a period exceeding three months, each party will have the right to terminate the agreements and the provisions of the order by simple written communication to that effect to the other party.

 

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These general purchasing conditions and the relevant contractual relationships are governed by the laws of Italy and any dispute that may arise on its interpretation or application shall be referred exclusively to the Court of Milan.

 

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