GENERAL TERMS AND CONDITIONS OF PURCHASE

Rotolificio Bergamasco s.r.l. (VAT no. IT00637160169) is a private company governed by Italian law, with registered office at Via G. Pascoli no. 7/9, 
24020 Gorle (BG), Italy. The law applicable to all commercial and contractual relationships is Italian law, unless otherwise expressly provided for 
herein. These General Terms and Conditions of Purchase are published on the website of Rotolificio Bergamasco S.r.l. (URL: www.errebi-srl.it). Any 
contractual counterparty of Rotolificio Bergamasco S.r.l. is required to review these General Terms and Conditions of Purchase. By entering into 
commercial agreements with Rotolificio Bergamasco S.r.l., suppliers accept that their contractual relationships are governed by these General 
Conditions, which shall prevail over any general terms and conditions applied by the counterparty.

1- GENERAL TERMS 

1.1 These General Terms and Conditions govern contracts having as their subject the supply of products and/or services (hereinafter referred to as  “Products”) provided by suppliers in favor of Rotolificio Bergamasco S.r.l. (hereinafter also “Suppliers”), as expressly specified in the Purchase Order  confirmed by Rotolificio Bergamasco S.r.l., and aim to regulate contractual relationships with such third parties in a uniform manner. 
1.2 These General Terms and Conditions of Purchase shall be deemed fully known and accepted by the Supplier, including by conclusive conduct or  implied acceptance, unless the Supplier expressly objects in writing before entering into any commercial negotiation.  Any agreement entered into on behalf of Rotolificio Bergamasco S.r.l. by agents, representatives or collaborators shall be ineffective unless ratified  in writing by Rotolificio Bergamasco S.r.l. 
1.3 The Supplier’s general conditions of sale shall not apply to any contract or legal relationship with Rotolificio Bergamasco S.r.l., unless expressly  agreed in writing, with explicit acceptance by Rotolificio Bergamasco S.r.l. to derogate from these General Purchase Conditions. 
1.4 Samples shall be shipped at the sender’s expense, unless otherwise agreed. 
1.5 In the event of subsequent changes requested by the customer to the contractual conditions governed herein or otherwise agreed between the  parties, Rotolificio Bergamasco S.r.l. shall have the right to withdraw unilaterally from any agreement entered. 
1.6 Pursuant to Article 1461 of the Italian Civil Code, Rotolificio Bergamasco S.r.l. reserves the right to suspend its performance in long-term or  deferred contracts if the counterparty’s financial conditions jeopardise receipt of due consideration or raise doubts as to solvency.  In such cases, Rotolificio Bergamasco S.r.l. may terminate the contract unilaterally if the counterparty refuses, after a specific request, to provide  adequate solvency guarantees. 

2 – PURCHASE ORDERS 

2.1 A purchase contract shall be deemed concluded only upon receipt by the Supplier of a written Purchase Order (or order confirmation or equivalent  document). Requests for quotations shall not constitute contractual offers or binding commitments for Rotolificio Bergamasco S.r.l.  
The contract is perfected only upon the Supplier’s knowledge of the order placed by Rotolificio Bergamasco S.r.l. 
2.2 Where the supply is periodic, continuous, or divided into multiple deliveries, such terms must be expressly stated in the Purchase Order. 
2.3 All Supplier communications must always refer to Rotolificio Bergamasco s.r.l. Purchase Order number and date. 

3 – SUPPLIER OBLIGATIONS 

3.1 The Supplier shall perform the supply accurately and punctually, delivering Products within the term specified in the Purchase Order, in the  agreed quantities and quality, accompanied by all required technical documentation and certifications, and free from defects, exercising the due  diligence of a qualified professional (ex art. 1176 comma II cc). More specifically, the Supplier undertakes to provide all technical documentation  relating to the supplied product, any certificates of conformity required by applicable law or by Rotolificio Bergamasco S.r.l., together with user  manuals and technical documentation for the use and maintenance of the products. 
3.2 The Supplier undertakes an obligation of result, not of means, unless otherwise agreed. Products must comply with all applicable laws and  regulations. 
3.3 The Supplier shall operate independently, using its own personnel and means, without any employment or subordination relationship with  Rotolificio Bergamasco S.r.l. 
3.4 The Supplier undertakes to regularly fulfil all remuneration-related, social security and tax obligations towards its employees and appointees. In any event, the Supplier undertakes to indemnify and hold harmless Rotolificio Bergamasco S.r.l. from any claim that may be brought by third parties  arising from obligations, constraints or relationships existing between such third parties and the Supplier. Upon request by Rotolificio Bergamasco  S.r.l., the Supplier shall be required to provide an up-to-date DURC (Certificate of Social Security Compliance). 
3.5 The Supplier undertakes to indemnify and hold harmless Rotolificio Bergamasco S.r.l. from any damage and/or prejudice that the supplied 
products may cause to Rotolificio Bergamasco S.r.l. itself or to third parties, as an integral part of the warranty for defects borne by the seller. 
3.6 Should the Supplier engage third parties for the manufacture of the product (so-called ‘subcontracting’), the Supplier shall: (i) promptly notify  Rotolificio Bergamasco S.r.l., which shall have the right to unilaterally withdraw from the contract; (ii) in any event remain solely responsible towards  Rotolificio Bergamasco S.r.l. for the proper performance of the contractual obligations; (iii) indemnify and hold Rotolificio Bergamasco S.r.l. harmless  from any loss or damage incurred as a result of actions and/or claims brought by third parties, including those arising from statutory joint liability and caused by the conduct of subcontractors. 

4 – PRICES AND DELIVERY 

4.1 Prices shall be deemed net of VAT and shall be invoiced based on the quotations in force at the time the Purchase Order is issued. Any additional taxes, other than VAT, shall be applied only where required by the applicable legislation in force at the time of invoicing. 
Where delivery of the Products, their payment and the related invoicing occur at a date subsequent to the Purchase Order, no price increase 
whatsoever may be applied by the Supplier; the price shall be deemed fixed, non-adjustable and binding on the Supplier as agreed in the Purchase Order. 
4.2 The delivery date of the Products shall be agreed between Rotolificio Bergamasco S.r.l. and the Supplier and shall be specified in the Purchase  Order. Where such delivery date is expressly stated as essential in the Purchase Order, any delay in delivery shall entitle Rotolificio Bergamasco S.r.l.  to immediate termination of the contract. 4.3 Where the delivery date is not stated as essential in the Purchase Order, a maximum delivery delay of seven (7) days shall be deemed acceptable. 
From the eighth day onwards (inclusive), the parties agree that a penalty equal to 10% of the agreed supply price shall be applied to the Supplier, calculated on a progressive basis for each additional seven-day period of delay. 
4.4 If the delivery delay exceeds thirty (30) days, the contract shall be deemed terminated by the law. Rotolificio Bergamasco S.r.l. shall be entitled to claim from the Supplier a penalty equal to the total value of the Purchase Order, without prejudice to its right to seek compensation for any greater 
damage suffered. 
4.5 Unless otherwise agreed and stated in the order confirmation, all costs relating to shipping, delivery terms and any storage of the Products at the Supplier’s premises shall be borne exclusively by the Supplier. 
4.6 – YEAR-END BONUS / REBATE: Where the parties have agreed in the order confirmation on a REBATE bonus (or “year-end bonus”), providing for the application of a discount on the price of Purchase Orders placed during the current year upon reaching a specified purchasing threshold, the 
Supplier shall issue a credit note for the accrued REBATE amount within the first fifteen (15) days of the following year. 
Such credit note shall be primarily offset against any outstanding amounts owed by Rotolificio Bergamasco S.r.l. to the Supplier. Where the accrued REBATE amount exceeds the outstanding payments, the excess shall be paid by the Supplier to Rotolificio Bergamasco S.r.l. within fifteen (15) days of 
the relevant notification from Rotolificio Bergamasco S.r.l. 
4.6.1 Upon reaching the threshold required for the REBATE bonus (or “year-end bonus”), the Supplier shall promptly notify Rotolificio Bergamasco S.r.l. Any forfeiture or loss of entitlement to the bonus shall be enforceable against Rotolificio Bergamasco S.r.l. only after fifteen (15) days from the Supplier’s notification. 

5 – PAYMENT TERMS 

5.1 Payments shall be made in accordance with the terms set forth in the Order, regardless of any deliveries made in advance of the agreed date. 
5.2 In the absence of different agreements set forth in the Order, the Supplier shall issue the invoice on the same day the product is delivered to Rotolificio Bergamasco s.r.l.  The relevant invoice shall be paid by Rotolificio Bergamasco s.r.l. within the 10th day of the month following the one determined by the lapse of 90 days from the invoice issuance date, by bank transfer.  Payments shall be made in Euro. 
5.3 Each invoice shall refer to a single Order, the number of which must be indicated on the invoice; invoices lacking such information and/or incomplete invoices shall be rejected.  Invoices shall be issued in compliance with all applicable laws and regulations, in particular tax and accounting regulations, and shall be addressed to Rotolificio Bergamasco s.r.l.  Any invoices not complying with these requirements shall be considered invalid and consequently rejected. 
5.4 Any delays in payment resulting from delays in the issuance of invoices, or from the issuance of invoices that do not comply with all applicable laws or that are incomplete, shall for all purposes be attributable to the Supplier.  Therefore, the payment term shall be automatically deferred and shall commence from the date on which Rotolificio Bergamasco s.r.l. receives a duly issued, complete, and compliant invoice. 
5.5 Payment of the invoices shall not constitute implicit acceptance of the supply or of the invoiced amounts, nor a waiver of any right whatsoever provided for by law or by these purchasing conditions.  Accordingly, Rotolificio Bergamasco s.r.l. shall be entitled to fully exercise, even after payment has been made, any right granted by law or by these General Terms and Conditions of Purchase. 
5.6 Where payment is scheduled to be made after delivery of the product, Rotolificio Bergamasco s.r.l. shall be entitled to suspend payment of the amounts due in the event that:

• i) performance of the Contract is incomplete, inaccurate, or not in compliance with the agreed terms;
• ii) the Products or Services are found to have defects, faults, or lack the promised qualities of any kind.

5.7 Without prejudice to Rotolificio Bergamasco s.r.l.’s right to accept early deliveries, early delivery of the product shall not affect the payment term 
originally agreed between the parties. 
5.8 The Supplier is prohibited from assigning to third parties any credit arising from relationships with Rotolificio Bergamasco s.r.l., pursuant to Article 1260, paragraph 2 of the Italian Civil Code, or from assigning the Contracts without the prior specific written authorization of Rotolificio Bergamasco s.r.l. 

6 – WARRANTY AGAINST DEFECTS

6.1 The Supplier is obliged to deliver to Rotolificio Bergamasco s.r.l. and/or to third-party customers designated by R.B., products that are in conformity with those contractually agreed in the Purchase Order, free from defects or malfunctions or non-conformities, suitable for their intended use, and manufactured in compliance with applicable laws and regulations. Rotolificio Bergamasco s.r.l. reserves the broadest right to carry out, upon receipt of the products or upon completion of the services, any inspection and/or control in order to verify the absence of defects and/or faults, the full conformity of the products and services, as well as the completeness and correctness of the supply, both from a qualitative and quantitative 
standpoint. Should any quantitative or qualitative discrepancies be identified because of such checks, Rotolificio Bergamasco s.r.l. shall be entitled to 
reject the delivery of the Products, in whole or in part.  
6.2 By way of derogation from the applicable statutory provisions on warranties for defects and faults, pursuant to Articles 1490 et seq. of the Italian Civil Code or Article 2226 of the Italian Civil Code, the Parties agree that the warranty for defects and faults provided by the Supplier shall have an overall duration of twenty-four (24) months, commencing from the date of delivery of the Products, unless the Contract provides for an operational testing, verification, and acceptance procedure for the Products, in which case the contractual warranty period shall commence from the date on which such test is successfully passed. In any event, Rotolificio Bergamasco s.r.l. may—either on its own initiative or at the Supplier’s request—declare the conformity of the product in advance, including following completion of the product verification test. In the absence of an express declaration, any approval granted by Rotolificio Bergamasco s.r.l. shall in no event release the Supplier from the responsibilities undertaken with respect to the warranty provided. 
6.3 The Parties agree that any defects, faults, or non-conformities identified by Rotolificio Bergamasco s.r.l. shall be notified in writing to the Supplier, by mail, registered letter or certified electronic mail (PEC), within fifteen (15) days from their discovery, specifying a precise description of the defect detected, whether the defect is patent or latent, as well as the moment of its discovery. Where the defect or fault is discovered by third-party customers of Rotolificio Bergamasco s.r.l., the above notification period shall commence from the date on which Rotolificio Bergamasco s.r.l. receives formal notice of the defect, fault, or lack of the promised qualities from such third parties. Notification shall not be required if the Supplier has acknowledged the existence of the defect or has concealed it. 
6.4 Once a defect, fault, or lack of quality has been identified, Rotolificio Bergamasco s.r.l. may, at its sole discretion, request the Supplier to:  (i) repair the Products, replace them, or remedy the defects relating to the Services, in all cases at no cost; or  (ii) grant a reduction of the price; or (iii) terminate the Contract, without prejudice to the right to claim damages.

6.5 Where Rotolificio Bergamasco s.r.l. requests the repair or replacement of the Products, or the remedy of defects, the Supplier shall carry out the required repairs, replacements, or remedies as promptly as possible and in any event no later than five (5) days from the date of the request, bearing all related costs, including any ancillary expenses (such as transportation costs, labor, and materials). 
6.6 In any event, where defects, faults, or lack of quality arise prior to payment of the amounts due, the payment terms applicable to Rotolificio Bergamasco s.r.l. shall remain suspended for the entire period necessary for the Supplier to remedy such defects, or until such time as the Parties have—in good faith—agreed upon the reduced price payable for the defective product. In the case contemplated in this clause, Rotolificio Bergamasco s.r.l. shall be entitled to suspend payment of any amounts due to the Supplier, even if not relating to the defective products, up to an amount equal to the price already paid for the defective products.  
6.7 In case of urgency or of default and/or delay by the Supplier in carrying out the repairs, remedies, or replacements under warranty, or in the event of refusal to do so or lack of the necessary expertise, Rotolificio Bergamasco s.r.l. shall be entitled to carry out such activities on its own initiative, including through third parties, charging the relevant costs to the Supplier. The Supplier shall reimburse such costs upon simple request, against presentation of the relevant supporting documentation. In any case, the foregoing right shall not prejudice Rotolificio Bergamasco s.r.l.’s right to request an appropriate price reduction or to terminate the Contract where one of the following circumstances occurs:

• i) repair, remedy, or replacement is impossible or excessively burdensome;
• ii) the Supplier has failed to carry out the repair, remedy, or replacement within the time period provided for in paragraph 5 of this article. 

6.8 Parts or components replaced under warranty by the Supplier shall be covered by an equivalent warranty period, commencing from the date of replacement. 
6.9 Rotolificio Bergamasco s.r.l. shall be entitled to request the Supplier to carry out all warranty repairs, replacements, or remedies directly at the premises of, or for the benefit of, its customer.  In such case, the Supplier shall be required to proceed accordingly, bearing directly all related costs and expenses. 
6.10 In the event that judicial proceedings arise concerning the supply of the Products or the Services for any reason whatsoever, Rotolificio 
Bergamasco s.r.l. shall be entitled to suspend the related payments until their regularity and the validity of the claims have been definitively ascertained by a final court decision. Therefore, the Supplier shall not be entitled to take any action to recover the relevant credit, and no interest of any kind—neither statutory interest nor the interest provided for under Legislative Decree No. 231/2002, as subsequently amended and supplemented—shall accrue on the unpaid amounts during such period. 
6.11 Rotolificio Bergamasco s.r.l. . may set off any amounts claimed from the Supplier by way of damages against the amounts owed to the Supplier for the supply of the Products.

7 – RIGHT OF WITHDRAWAL AND CONTRACT TERMINATION 

7.1 Rotolificio Bergamasco s.r.l. shall be entitled, pursuant to Articles 1373 and 2227 of the Italian Civil Code, to withdraw from the Contracts entered into by means of one or more Orders at any time, without cause and at its sole and absolute discretion, upon written notice to the Supplier, even if the Supplier has already commenced performance of the Contracts. Such withdrawal shall be without prejudice to any rights already accrued to Rotolificio Bergamasco s.r.l. under the Contract, by law, or under these General Terms and Conditions of Purchase. 
7.2 Withdrawal shall be exercised by written notice sent by Rotolificio Bergamasco s.r.l. by registered letter with return receipt or by certified 
electronic mail (PEC). Upon receipt of such withdrawal notice, the Supplier shall immediately suspend all activities relating to the Order. Rotolificio Bergamasco s.r.l. shall be required to pay the Supplier, solely in respect of the Products already manufactured and not yet delivered as of the effective date of withdrawal, the price agreed in the Purchase Order, proportionally to the Products actually manufactured at that date. The Supplier shall be obliged to deliver the Products for which Rotolificio Bergamasco s.r.l. has paid the corresponding price in accordance with the preceding paragraph and hereby expressly waives any right to claim from Rotolificio Bergamasco s.r.l. any compensation, indemnity, or damages whatsoever in respect of the remaining portion of the supply.  
7.3 Without prejudice to any and all other rights and remedies provided for by law, by the Contracts, and by these General Terms and Conditions of Purchase, Rotolificio Bergamasco s.r.l. shall be entitled to terminate the Contracts pursuant to Article 1456 of the Italian Civil Code in the event of breach of the following obligations set forth in these General Terms and Conditions of Purchase:

• i) failure to comply with and/or breach of the technical specifications provided by Rotolificio Bergamasco s.r.l. and specified in the Purchase Order;
• ii) presence of defects, faults, or lack of essential qualities in the supplied Products, pursuant to Article 6 above;
• iii) failure to comply with the delivery deadlines;
• iv) assignment of receivables and/or of the Contract without the authorization of Rotolificio Bergamasco s.r.l.;
• v) breach of confidentiality obligations and of the non-competition undertaking; vi) breach of the representations and warranties given by the Supplier.

7.4 Termination of the Contracts shall be communicated to the Supplier by written notice sent by registered letter with return receipt or by certified electronic mail (PEC). 
7.5 The individual Contracts shall be terminated by operation of law in the event that:

• i) the Supplier is in a state of insolvency or is subject to 
  insolvency proceedings or to any judicial or out-of-court debt restructuring procedure;
• ii) for any reason whatsoever, the Supplier’s financial and/or economic conditions have deteriorated to such an extent as to clearly jeopardize the performance of the obligation to supply the Products or the Services;
• iii) criminal convictions are issued against the Supplier, or against the directors of the company where the Supplier is incorporated in corporate form;
• iv) the Supplier commits serious violations of tax regulations, regulations on workplace health and safety, mandatory social security contributions, and child labor laws. 

8 – FORCE MAJEURE AND HARDSHIP 

8.1 The Supplier shall not be deemed liable for any failure to perform and/or delay resulting from events of force majeure, meaning events and/or circumstances of an exceptional and/or unforeseeable nature, such as wars, revolutions, sabotage, epidemics, fires, explosions, earthquakes, floods, national or industry-wide strikes, impediments arising from specific legislative measures, or other events of similar severity beyond the control of the parties and of an unforeseeable nature. 
8.2 Conversely, the following events shall not be deemed events of force majeure, by way of example and without limitation, failures to perform or delays resulting from:

• i) delays by the Supplier in procuring materials and/or services;
• ii) delays in deliveries by the Supplier’s subcontractors;
• iii) strikes limited to the Supplier’s premises and workforce, including minor labor disputes, states of agitation, as well as the participation of the Supplier’s employees in strikes of any kind other than national or industry-wide strikes.

8.3 The occurrence of force majeure events shall be promptly notified in writing by the Supplier to Rotolificio Bergamasco s.r.l. within twenty-four (24) hours from the occurrence of the event. Such notice shall provide sufficient details regarding the force majeure event and its expected duration.Rotolificio Bergamasco s.r.l. reserves the right to request from the Supplier any additional documentation reasonably required to evidence the existence of the force majeure event. 
8.4 Where the force majeure event results in the impossibility to perform the relevant obligation, or in a foreseeable delay in delivery of not less than ten (10) days, Rotolificio Bergamasco s.r.l. shall be entitled to terminate the Contract, including unilaterally, by written notice. In such case, the Contract shall remain effective solely with respect to the portion already performed by the Supplier. 
8.5 The Parties agree that the application of Article 1467 of the Italian Civil Code shall be subject to the Supplier providing documentary evidence of the supervening event that has resulted in an increase in the onerousness of performance equal to or greater than twenty per cent (20%). Failing such evidence, the Supplier hereby irrevocably waives the right to seek termination of the Contract on the grounds of hardship (excessive onerousness) and shall in no event be entitled to amend or increase the price of the Products as agreed in the Contract. Notice of the occurrence of such excessive onerousness shall be given by the Supplier to Rotolificio Bergamasco s.r.l. within five (5) days of the event giving rise to the increased onerousness. 
8.6 Even in the event contemplated in the preceding paragraph, Rotolificio Bergamasco s.r.l. reserves the right to fairly adjust the contractual terms by taking into account the increased cost and thereby reducing the onerousness of the Supplier’s performance to a level below twenty per cent (20%). 

9 – INSURANCE POLICIES AND INDEMNITY 

9.1. The Supplier undertakes to:

• i) take out and maintain adequate insurance coverage for product liability and for damages arising from defects and faults in the Products and Services, with appropriate coverage limits;
• ii) indemnify and hold harmless Rotolificio Bergamasco s.r.l. against any measures or decisions of any kind whatsoever, including provisional or precautionary measures, even if not final, issued as a consequence of defects or faults in the Products;
• iii) not oppose the dismissal or release of Rotolificio Bergamasco s.r.l. from any judicial proceedings arising out of or connected with defects or faults in the Products in which Rotolificio Bergamasco s.r.l. has been named as a party.

9.2 Rotolificio Bergamasco s.r.l. shall be entitled at any time to request verification of the existence of the insurance coverage provided for in the preceding paragraph and, where appropriate, to require adjustments to the coverage limits and/or the terms and conditions of the insurance policy. 
9.3 The Supplier hereby represents and warrants as follows:

• i) that it possesses the professional skills, diligence, experience, and technical capacity necessary to perform the Services or manufacture the Products in compliance with the quality and technical standards required by Rotolificio Bergamasco s.r.l., with all applicable laws and regulations, and with any other applicable rules;
• ii) that it is fully compliant with the applicable laws and 
  regulations in force concerning occupational health and safety and the protection against child labor, and declares that it applies to its employees the relevant sector collective bargaining agreement, duly complies with all legal obligations relating to its personnel, and is fully up to date with all social security and welfare contributions;
• iii) that it has not entered into any commitments or constraints of any kind with third parties that may prevent or 
  hinder the performance of the Contracts relating to the Products or Services or the fulfillment of the obligations set forth in these General Terms and Conditions of Purchase;
• iv) that the performance of the Contracts shall not result in any material breach of obligations towards third parties or in any violation of judicial or administrative orders or measures;
• v) that the Products and Services supplied, as well as their components or accessories, do not infringe any third party’s industrial or intellectual property rights, and the Supplier undertakes to indemnify and hold harmless Rotolificio Bergamasco s.r.l. from and against any and all claims brought by third parties in this respect. 

10 – NON-COMPETITION 

10.1 The Supplier undertakes not to manufacture products or perform services that constitute an imitation of the Products or Services for which Rotolificio Bergamasco s.r.l. has provided designs, information, and technical documentation. In particular, the Supplier undertakes not to manufacture, whether directly or indirectly, also through third parties, nor to market any products, services, or works that are in any way capable of infringing the industrial or intellectual property rights of Rotolificio Bergamasco s.r.l. 

11 – CONFIDENTIALITY 

11.1 All sensitive data acquired by Rotolificio Bergamasco s.r.l., in its capacity as data controller, in accordance with Legislative Decree No. 196/2003, Regulation (EU) 2016/679 (GDPR), and subsequent amendments, shall be used exclusively—also by electronic means—for the performance of all obligations arising from the commercial relationship between Rotolificio Bergamasco s.r.l. and its customers and/or suppliers. 
11.2 All customers and/or suppliers of Rotolificio Bergamasco s.r.l. have the right, pursuant to Article 7 of Legislative Decree No. 196/2003, to request the correction, amendment, update, or deletion of all data concerning them recorded in the Rotolificio Bergamasco s.r.l. database, by simply submitting a written request by fax to +39 035 4237302 or by e-mail to: contattaci@errebi-srl.it

12 – MISCELLANEOUS 

12.1 Any amendment or variation to these General Terms and Conditions of Purchase shall be valid only if agreed in writing between Rotolificio Bergamasco s.r.l. and the Suppliers. 
12.2 If any provision of these General Terms and Conditions of Purchase is amended, invalidated, or held unenforceable, such amendment or invalidity shall not affect the validity and enforceability of the remaining provisions. 
12.3 Any failure or delay by Rotolificio Bergamasco s.r.l. or by the Supplier in exercising any right arising under these General Terms and Conditions of Purchase shall not be deemed a waiver of such right. 

13 – GOVERNING LAW AND JURISDICTION 

13.1 Any dispute relating to contracts entered into by and/or with Rotolificio Bergamasco s.r.l. shall be submitted to the exclusive jurisdiction of the Italian Judicial Authority – Court of Bergamo, which shall decide in accordance with Italian substantive and procedural law. Such jurisdiction and venue clauses shall also apply in the event that third parties are involved. 
13.2 Any derogation from jurisdiction, venue, or applicable law shall require the express acceptance of Rotolificio Bergamasco s.r.l. The customer or supplier who, by entering into a commercial agreement with Rotolificio Bergamasco s.r.l., accepts this clause without reservation, acknowledges that it shall prevail over any conflicting provisions contained in its own general terms and conditions.