Eurofins Sisthema Srl (Eurofins Healthcare Assurance Italy) Terms of Services
Standard Terms of Sales and Conditions
Applicable as from 10/02/2025
1. Scope of application – Enforceability
These standard terms of sale (hereinafter “ToS”) govern all orders, requests or contractual relationships concerning all services supplied by Eurofins Sisthema (hereinafter referred to as the “Company”) and, in particular, services involving audit, consulting, certification and training services (hereinafter referred to as the “Services”).
The Company and the client who orders the Services are hereinafter jointly referred to as the “Parties” or individually as a “Party”.
These ToS form the basis for the business negotiations between the Parties and shall take precedence over all other terms, provisions or documents issued by the client, of any kind whatsoever, in particular the client’s terms of purchase, which the client expressly and definitively waives.
These ToS will enter into force on the date shown at the head of this document and, as from said date, will supersede all previous versions of the ToS. The client is informed that the ToS may be amended at any time and, as necessary, will again be submitted to the client for acceptance.
All derogations from these ToS will obligatorily require an express, written agreement that is signed by a person who is duly empowered to represent the Company. Consequently, all specific derogations or provisions proposed by the client, at any time whatsoever and in any form whatsoever, that may derogate from and/or complement these ToS and that have not been duly accepted in writing by a duly empowered representative of the Company, shall be rejected and deemed to be unenforceable.
2. Orders
The Company only supplies the Services to business clients. No orders or requests for Services can be placed by a non-business client or a consumer within the meaning of the introductory article to the French Consumer Code.
All requests for Services that the client sends to the Company presuppose full, complete and unconditional acceptance of these ToS.
A request for Services must be sent in writing to the Company. All requests for Services made orally (in particular by telephone) require written confirmation from the client, in order to be eligible. Absent such confirmation, the Company reserves the right not to process the request.
A request for Services will be the subject of a quote, a written offer from the Company or a contractual agreement (this list is not exhaustive), which specifies the nature of the Services ordered and their price. The lack of a response to a request for Services by the client does not constitute tacit acceptance of the client’s request by the Company.
An order for Services (hereinafter the “Order”) will become firm with regard to the client as from the first of the following dates, namely at the time: (i) of receipt by the Company of the quote, offer or contractual agreement that is signed by the client in printed or electronic format, (ii) of the sending of all the element which are necessary for the Services to the Company, even if the signed quote, offer or contractual agreement has not been returned, or (iii) of the payment by the client of all or part of the price for the Services ordered.
An Order will become firm with regard to the Company as from receipt of the quote, the offer or the contractual agreement signed by the client, and provided that the client sends all the element which are necessary for the Services within the agreed time-limits and under the agreed terms, or, if a signed quote, offer or contractual agreement was not returned, as from the start of performance of the Services by the Company.
The signed quotation, offer or contractual agreement specifies its period of validity. Non-payment of the Service shall result in the automatic withdrawal of the valid certificate, without waiting for its expiration date.
The termination of the contract does not imply the client's waiver of the obligations provided for in the certification regulation(s) and/or the referential(s)/audit protocol(s), and this throughout the validity period of the certificate.
The Company may make acceptance of an Order contingent on payment by the client of an advance that may be up to 100% of the amount of the Order.
The client acknowledges that these ToS apply to all future Order(s) from the client, and all new supplies of Service(s) to the same client, even if that client has not formally accepted said ToS.
The terms of the Order complete these ToS. All provisions that are contrary to these ToS and that are contained in the Order must be expressly approved by the Company.
All specific terms that are granted in respect of one Order shall not automatically apply to the client’s subsequent Orders; each Order placed by the Client is an independent, separate contract.
The benefit of an Order is personal with respect to the client, which shall refrain from assigning or transferring its rights and obligations under these ToS and the Order, in any form whatsoever, unless the client has obtained the Company’s prior written agreement.
An Order cannot be partially or totally modified or cancelled by the client without the Company’s prior, express, written agreement.
The Client must send the Company, in writing, its request for postponement or cancellation of the Service at least twenty days before the Service date initially defined by the Parties. If this deadline is not met, the Company shall be entitled to charge the client as a lump sum compensation:
- 25% of the price for a postponement or a cancellation requested between 15 or 19 days before the date of the Service
- 50 of the price for a postponement or a cancellation requested between 10 and 14 days before the date of the Service
- 70% of the price for a postponement or a cancellation requested between 1 and 9 days before the date of the Service
- 100% of the price for a postponement or cancellation requested less than 24 hours before the date of the Service.
In addition, in case of postponement or cancellation of the audit by the client, the Company will invoice the client for all non-cancellable travel expenses, without prejudice to possible damages.
The Company reserves the right to suspend, modify and/or cancel a current Order in the event of a change in the applicable regulations or legislation that has an impact on the fulfilment of the Order, without the client being able to claim any indemnity or reimbursement in this regard. If the Order is cancelled for this reason, the client will still be required to pay for the Services that have been fully or partially performed, and to cover the expenses incurred by the Company for the purposes of the fulfilment of the Order.
All requests for Services not provided for in the Order will be the subject of a new quote, offer or contractual agreement that specifies the price of said new Services.
3. Performance of the Services
3.1 Conditions of performance
The Company is free to determine at its sole discretion the methods, processes, techniques, products or other items that are necessary for the performance of the Services ordered.
The fulfilment times shown in the Order are provided by way of indication only, and failure to comply therewith cannot trigger the Company’s liability.
The performance of the Service ordered by the client is contingent on the Company receiving, within the time-limits notified by the Company, all the necessary information that is to be provided by the client. Any delay by the client in sending the information will cause the extension of the indicative fulfilment times and may justify additional expenses being invoiced by the Company or an adjustment of the price of the Services, which the client acknowledges and expressly accepts.
The Company is free to sub-contract all or part of the performance of the Services, which the client expressly accepts. The Company shall remain liable for the proper performance of the Services by its sub-contractors.
The Company reserves the right to perform the Services in stages, each of which may be invoiced separately.
3.2 Reports and results
The results will be sent to the client in printed form, by email in PDF format and/or by any other means, for the attention of the personnel and/or of the representatives of the client named in the Order.
The technical processes implemented by the Company make it possible to ensure the confidentiality and integrity of the date contained in the reports. The client acknowledges and accepts that the reports sent electronically are admitted as originals by the Courts and are proof of the data they contain, with said proof being admissible, valid and enforceable between the client and the Company, in the same way, under the same conditions and with the same evidentiary value as a report that is drawn up, received or stored in printed form.
Each report issued concerns solely the site audited referred to in the report by the Company on behalf of the client.
The client will have a time-limit of 2 months as from the date on which the Company sends the report in which to approve it or request clarification. The requests for clarification must be made in writing. At the end of the 2-month period, the report is automatically deemed to have been approved by the client.
4. Client's commitments and guarantees
The client agrees to comply during the term of the signed quotation, offer or contractual agreement with all requirements for the issuance and maintenance of the certification, including all laws, regulations issued by any legal body or other competent authority, all recommendations and obligations issued by any authority relating to the certification issued or any normal requirements of the Company necessary to issue and maintain the certification.
Client warrants the completeness and accuracy of all documents and information provided to Company for the purpose of performing the Service.
The client agrees to abide by the rules set forth by the Company, particularly in the certification agreement, relating to the use of certificates and the use of trademarks and logos granted.
5. Price and terms of payment
5.1 Prices
The price of the Services invoiced to the client is that stated in the Order (unit price excluding tax) or, if there is no written order, shall correspond to the rate in force at the time of the beginning of performance of the Services.
Except as otherwise provided for in the Order, the price is expressed in euros, excluding taxes, excluding customs duties, excluding currency conversion fees, excluding travelling and living expenses, which will be invoiced in addition. The applicable taxes are those that are in force on the date of invoice.
The prices will be established on the basis of the data and information provided by the client and for normal performance conditions of the Services.
The revision shall occur automatically without any formality or prior request.
The Company reserves the possibility of applying an increase to the price of the Services defined in the Order (i) in the event that the specific properties in relation to the Services, which are not known at the time of the Order, generate additional costs for the performance of the Services ordered or (ii) in the event of an amendment to the regulations or of the entry into force of a new regulation or of new recommendations being made by the administrative and oversight authorities that are applicable to the Services ordered and/or to the Company and that lead to an increase in the cost of performance of the Services for the Company.
Furthermore, in the event of an increase in the cost of providing the Services for reasons other than those set forth in the preceding paragraph, the Parties agree to meet to discuss the application of a price increase for the Services. Failing agreement between the Parties one (1) month after the first meeting between the Parties on this subject, the Company may notify the client of the termination of the relevant Order, quote, offer or contractual agreement, subject to one (1) month’s notice, or with effect from the next expiration date of the relevant quote, offer or contractual agreement, whichever is the earlier. The prices initially agreed in the Order will continue to apply during the period of notice.
5.2 Invoicing
The Company will send the client invoices in electronic format for the attention of the personnel and/or representatives of the client named in the Order.
The client acknowledges that the invoices sent electronically are admitted as originals by the Courts and are proof of the data they contain, with said proof being admissible, valid and enforceable between the Parties, in the same way, under the same conditions and with the same evidentiary value as an invoice that is drawn up, received or stored in printed form.
All printouts of invoices and all printouts of duplicate invoices, report, certificate or any other document requested by the client will result in a complementary invoicing.
All disputes of an invoice by the client must, in order to be admissible, be notified to the Company by registered letter with acknowledgement of receipt within a time-limit of 30 (thirty) calendar days as from the date of invoicing. If the invoice is not disputed during this time-limit or if the client pays, even partially, the invoice shall be deemed to have been definitively accepted by the client, which shall be deemed to have waived the right to dispute it.
5.3 Payment
Unless stated otherwise in the Order, payment must be made within a maximum time-limit of thirty (30) days after the date of invoice, by cheque, bank transfer, draft, promissory note, truncated bill of exchange or direct debit, at the payment address stated on the invoice. All other payment methods will require the Company’s prior written agreement. Payment will not be deemed to have been made until the price has actually been received by the Company.
No discounts are granted for early payment.
Payment of the Company’s invoices via offsetting, for any reason whatsoever, is only possible with its prior, express, written agreement.
All late payments of all or part of the Company’s invoices will, as of right, and with no need for a reminder or formal notice, oblige the client to pay default penalties, which shall accrue for each day past due on the basis of the rate applied by the European Central Bank to its most recent refinancing transaction, increased by 10 percentage points, as well as a flat-rate indemnity to cover collection costs of €40, without prejudice to the Company’s right to request the payment of the default interest defined by law and the reimbursement of the other collection costs it has incurred, upon presentation of supporting documents.
Failure by the client to pay even one invoice when due may also cause, following standard notification and after prior formal notice that has remained without effect for a period of five (5) days, (i) the immediate suspension of the Order concerned, and also of all the client’s other current Orders, (ii) all monies owed by the client in respect of the Order concerned to fall due immediately and/or (iii) the cancellation of the Order concerned, for which the client would be liable, without prejudice to the Company’s right to claim damages.
6. Retention of title clause
THE PROPRIETARY RIGHTS AND ALL THE OTHER RIGHTS, INCLUDING THE INTELLECTUAL PROPERTY RIGHTS AND RIGHTS OF USE CONCERNING THE RESULTS, REPORTS, PRODUCTS, EQUIPMENT, MATERIALS, SOFTWARE APPLICATIONS AND WORK PERFORMED WITHIN THE SCOPE OF THE FULFILMENT OF AN ORDER WILL ONLY BE TRANSFERRED TO THE CLIENT UPON PAYMENT IN FULL BY THE CLIENT OF ALL MONIES, NAMELY THE PRINCIPAL, INTEREST, PENALTIES AND INCIDENTAL AMOUNTS, THAT ARE OWED IN RESPECT OF SAID ORDER; PAYMENT WILL ONLY BE DEEMED TO HAVE BEEN MADE UPON ACTUAL RECEIPT OF SAID MONIES.
Until these monies have been paid in full by the client, the client will not have any rights, in particular proprietary rights or rights of use, to the results, reports, products, equipment, materials, software applications and work and, consequently, shall refrain from using them and exploiting them for any purpose and in any way whatsoever.
7. Intellectual property
7.1 Unless expressly agreed and stipulated otherwise in the Order, all of the Company’s intellectual property rights, in particular those concerning the Services and Products, including, but not limited to, the patents, studies, design rights, models, blueprints, trademarks, accreditation or certification marks, logos, trade names, commercial names, copyrights, computer programs, software applications, source codes, databases, know-how, manufacturing secrets, technical or scientific methods, processes and knowledge, technologies, ideas, concepts, improvements and enhancements, including when they are developed during the fulfilment of the Order, will remain the exclusive property of the Company and will not be assigned or transferred in any way whatsoever to the client. The client shall refrain from claiming any right whatsoever to these elements and from contesting the validity thereof.
Only the ownership of the results will be transferred to the client, provided that they have been paid in full by the client. Notwithstanding the transfer of ownership of the results to the client, the Company is expressly authorised to retain said results and to publish them anonymously in a way that does not make it possible to identify the client.
7.2 The publication, circulation, public display or reproduction by the client, in any form whatsoever, on any media whatsoever and for any purpose whatsoever, of the results, reports, training material, and, more generally, all documents issued by the Company, in which the Company, its name and/or its logo and/or any distinctive sign that belongs to it is/are mentioned or reproduced, requires the prior, express, written agreement of the Company.
However, the use of the Company's name and/or logo and/or any distinctive sign by the client is expressly authorized by the latter only on the assumption that the client forwards the Company’s report in full to the competent authorities, in particular to satisfy specific regulatory requirements.
In all cases, the client shall hold the Company harmless from all consequences, damages, claims, complaints, actions, lawsuits, payments, indemnities or compensation, of any kind whatsoever, that may result from the use, the circulation, the publication, the public display or the reproduction of the results, reports and documents issued by the Company, including where such use was authorised ahead of time by the Company.
8. Guarantees / responsibilities
8.1 Orders will be fulfilled under the supervision and control of the Company, under the best possible conditions and in accordance with the applicable standards.
It is the client’s responsibility, in particular when required by the key issues and the context, to control and verify, at its expense and under its responsibility, the coherence of the results, and even to request a second analysis to ensure the accuracy of the results delivered by the Company. In the event that it is clear that the results released are inaccurate or inconsistent, it is the client’s responsibility to inform the Company of this immediately and not to use or exploit said results in any way whatsoever.
8.2 The Company does not guarantee under any circumstances that the Services will make it possible for the client to attain a given target or achieve the return on investment that is expected or hoped for by the Client on account of the Services. The client alone is responsible for the use and exploitation of the reports and, more generally, the Services performed by the Company.
The exploitation of the results is exclusively the purview of the client, which alone must take, under its exclusive responsibility, the steps that the client deems to be appropriate.
8.3 Unless there is an express written agreement to the contrary between the Parties, the contractual relationship only exists between the client, from which the Order originated, and the Company. No contract or agreement entered into by the client on behalf of a third party, with a third party or that benefits a third party can produce any effects of any kind with regard to the Company or create any binding obligations or commitments for the Company. Consequently, the client shall hold the Company harmless in full from all actions, claims or complaints from a third party that is linked to the client or to the Order in any way whatsoever, in any form whatsoever and for any reason whatsoever, and undertakes to compensate the Company in full for all damage, compensation, losses, costs, expenses and interest that the Company may be compelled to pay to said third party.
9. Liability limitation
The liability of the Company (including all persons associated with the Company for the fulfilment of the Order, in particular its personnel and its representatives) can only be triggered by the client if the client proves the existence of direct and immediate harm that results from gross or wilful negligence committed by the Company in the fulfilment of the Order, and only if the client has notified its claim to the Company by registered letter with acknowledgement of receipt within 6 (six) months of the harm being discovered.
In all cases, the Company’s liability is expressly excluded in the event of force majeure, as defined in Article 10 of these ToS, or in the event of breaches by the client of its own statutory, regulatory or contractual obligations in respect of the Order.
If harm occurs, the client undertakes to make all arrangements and take all steps, in a timely manner, to mitigate its loss to the greatest extent possible. All breaches by the client of this obligation may trigger its own liability and/or limit that of the Company.
In all cases, in the event that the Company’s liability is triggered, for any reason whatsoever and regardless of the type of harm (with the exception of bodily injury), the amount of the compensation required of it (including, in particular, but not limited to, indemnities, penalties, additional expenses, lawyers’ fees and legal defence costs, as the case may be) may not under any circumstances exceed, for all amounts combined, the lowest of the following amounts: (i) the amount of the direct and immediate harm caused by the gross or wilful negligence committed by the Company in the fulfilment of the Order concerned and (ii) five times the amount excluding taxes invoiced by the Company to the client in respect of the Order concerned, within the limit of a cap of 15,000 (fifteen thousand) euros.
The Company can never be required to compensate indirect harm and consequential or ensuing loss suffered by the client and/or a third party, or loss of turnover, loss of earnings, loss of expected savings, loss of value of a going concern, loss of a contract or of a business opportunity, or harm to the image or reputation of the client or of a third party.
The client expressly waives all other action against the Company’s insurers and shall take personal responsibility for obtaining, and guarantees to the Company and its insurers that it will obtain, an equivalent waiver from the client’s own insurers.
The client expressly accepts the application and enforceability of this liability limitation clause with respect to its contractual relations with the Company and acknowledges that the price of the Services was determined in light of this liability limitation clause.
10. Force majeure
The Company may not be held liable for the total or partial failure to fulfil its obligations in respect of these ToS and an Order, if said non-fulfilment is caused by an event that constitutes force majeure within the meaning of Italian law and case law. In addition to the statutory and case-law definition, the Parties have agreed that the following shall be deemed to be force majeure events that exclude the Company’s liability: fires, explosions, floods, storms and other natural disasters, pandemics, wars, including civil wars, uprisings and invasions, riots, cyberattacks, shortages, difficulties with or interruptions of supplies of materials or shipping, accidents that affect production, abnormal certification times, amendment or entry into force of a new law or regulation that impacts the Order, total or partial strikes or other industrial action involving the personnel of the Company or that of its suppliers or service providers, occupations of factories or premises, administrative decisions, non-renewal or withdrawal of the necessary administrative authorisations through no fault of the Company, or acts of state.
The Company shall inform the client as soon as possible of the occurrence of one of said events that affects the fulfilment of the Order and may, depending on the circumstances, cancel the current Order, or suspend or delay the fulfilment thereof without the client being able to claim any form of compensation in this regard or being able to cancel its Order, unless the Company provides its prior written agreement.
The occurrence of a force majeure event does not release or exempt the Parties from their payment obligations under these ToS and the Orders.
11. Audit
The client may request a maximum of one audit per year to the Company under the following conditions:
- The date, purpose and precise scope of the audit will be agreed between the client and the Company,
- The person in charge of the audit will be agreed between the client and the Company. In both cases, the auditor shall sign a confidentiality agreement before the audit,
- The cost of the audit shall be borne by the client. The Company will bear the cost of mobilizing its staff to welcome the auditor.
- The Company shall receive an interim audit report allowing him to make his remarks. These remarks should be taken into account in the final audit report. A copy of the final audit report must be sent to the Company free of charge.
12. Confidentiality
The client and the Company undertake to treat the report that is delivered by the Company confidentially and shall refrain from using or disclosing said report to any third party whatsoever, for any reason whatsoever, without written consent of the other Party, except to prove the fulfilment of the Order and the performance of the Services or at the request of a relevant administrative authority or in order to execute an enforceable court decision.
The Company also undertakes to treat confidentially all the technical, commercial, financial or other information that may be disclosed to it for the fulfilment of an Order, provided that it is identified as confidential by the client. The information obtained or generated during the fulfilment of an Order may, in any event, be disclosed by the Company, without the Company’s liability being triggered, (i) to its service providers and/or sub-contractors, or any other company, authority or agency who are involved in the fulfilment of the Orders, who undertake to keep said information strictly confidential, (ii) to all accreditation audit organisations for an audit of the Company and (iii) to all administrative and judicial authorities that request said information.
The client reciprocally undertakes to treat as confidential all technical, scientific, commercial, financial and information of any other type concerning the Company of which it may be aware in the fulfilment of an Order, including information concerning the Company’s Intellectual Property Rights, the composition of the Products and the contents of the software delivered by the Company, until said information falls into the public domain other than through a breach of this confidentiality obligation by the client.
13. Personal data
For the fulfilment of these ToS and of an Order, the Parties may implement automated processing of personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter “GDPR”), as amended, on computerised data processing, personal data and civil liberties (hereinafter jointly referred to within this Article 12 as the “Regulations”). The Parties undertake to comply with the Regulations with regard to such data processing.
The terms used in this Article are deemed to have the same meaning as that given to them by the Regulations.
The client alone will be the controller for the personal data processed on its behalf, whether by the client itself or by third parties. When the client discloses personal data to the Company, the client must first ensure that the data subjects have been informed of this disclosure and, where necessary pursuant to the Regulations, that their authorisation has been obtained. The client shall hold the Company harmless from all claims, complaints, actions or lawsuits by third parties, in particular data subjects and the Supervisory Authorities (such as the CNIL) on account of failure to comply with the Regulations.
For the management of its relationship with the client, the Company may collect and/or process personal data concerning the client’s staff, representatives and service providers or the client’s own clients. Said data is primarily identification data for the data subjects (names, telephone numbers and business email addresses, and functions), as well as all the other information that is strictly necessary for the purposes of the processing described below.
Personal data will be processed by the Company for the purposes of entering into and fulfilling these ToS and Orders for Services, including the management of the contractual and commercial relationship, deliveries, invoicing, payment, client accounting, potential claims, and moreover with the aim of carrying out direct marketing actions and satisfaction surveys.
These forms of processing are based on the need for the Company to fulfil its contractual obligations in connection with the fulfilment of these ToS and Orders, and to comply with its statutory and regulatory obligations. They are also justified by the Company’s legitimate interest in implementing them.
Personal data is accessible only to authorised members of the Company’s personnel who require knowledge thereof, as well as to its outside service providers and sub-contractors, if any, who are required to respect the confidentiality of the data to which they have access, who shall ensure that they take all necessary steps to ensure the confidentiality and security of said data and who undertake to process data only for the precise operation for which they must be involved. Personal data may also be disclosed in a manner other than those provided for above, in order to fulfil a statutory or regulatory obligation, or at the request of an administrative authority or a judicial authority.
Personal data will be retained throughout the business relationship between the Company and the client, then stored in intermediate archives, access to which is restricted and secure, throughout the applicable statutory limitation and/or storage periods. In particular, the Company is required by law to retain certain information for a period of up to 10 (ten) years after the end of the business relationship with the client, for accounting and tax purposes. At the end of this period, the data will be definitively erased, with the exception of the data that will be made anonymous for statistical and research purposes.
If personal data is transferred to a country outside the EU and the EEA, legal instruments that are recognised as appropriate by the Regulation in terms of effecting the transfer concerned shall be implemented.
Persons whose personal data is processed by the Company shall benefit, subject to providing proof of their identity, from a right of access, rectification or erasure with respect to their personal data, from a right to restrict processing, from the right to object to processing, and from the right to the portability of their data. These rights must be exercised under the conditions and in accordance with the terms provided for by the Regulations. All requests must be sent by email to: fr_rgpd@sc.eurofinseu.com or by postal letter to the address of the Company’s registered office. Data subjects can also file a complaint with the Italian Data Protection Authority.
PROCESSING - When the Company processes personal data in the capacity of processor, on behalf of and as instructed by the client, a specific agreement that defines the respective obligations of the client and the Company for said processing shall be signed.
14. Laws on economic sanctions
14.1. For the purposes of this clause, the terms:
“Economic Sanction(s)” means all economic sanctions, restrictive measures or trade embargos adopted by the United Nations Security Council, the European Union, the United States of America or any other sovereign state.
“Law on economic sanctions” means all laws, all regulations or all decisions that promulgate or impose economic sanctions.
14.2. The client undertakes and guarantees that, throughout the duration of its contractual relations with the Company:
- The client is not and will not be the target of any Economic Sanctions.
- To the best of its knowledge, the client is not and will not be controlled or held through beneficial ownership by a person who is subject to Economic Sanctions.
- The client complies with and will comply with all the Laws on economic sanctions. Without limiting the scope or the general nature of the above, the client shall refrain (i) from directly or indirectly exporting, re-exporting, transshipping or delivering in any other way the Services and Products or any other service in breach of any Law on economic sanctions, or (ii) acting as a broker, financing or facilitating in any other way any transactions in breach of any Law on economic sanctions.
- And, the client is not engaged in any proceedings and is not being investigated in any way by the authorities on account of a suspected breach of a Law on economic sanctions.
14.3. The client shall indemnify the Company, all companies that are affiliated to the Company (sister, holding and parent companies), its personnel, its agents and its representatives for all losses, forms of liability, damages, fines, costs (including, but not limited to, court costs) and expenses incurred by, or paid by the Company on account of the client breaching its undertakings specified in paragraph 14.2 above.
14.4. If the Company finds that the client has breached or failed to comply with this Article 13, the Company may, without prejudice to its right to seek damages from the client:
- Suspend the fulfilment of all current Orders, in whole or in part, until the client can legitimately resume the fulfilment of the Order(s); and/or
- Initiate discussions with the client with a view to the possible modification of the current Orders, to enable the fulfilment thereof in compliance with the Laws on economic sanctions; and/or
- Inform the client of the immediate cancellation of all or part of the Order.
No compensation shall be owed to the client on account of the implementation of any one of the penalties provided for in this paragraph 14.4.
15. Applicable law / disputes
These ToS, all Orders and, more generally, the contractual relations between the Parties, are governed by Italian law, to the exclusion of the international rules that are applicable to conflicts of laws and of those that result from the Vienna Convention on Contracts for the International Sale of Goods.
The Parties agree that all disputes to which these ToS and an Order may give rise between them, concerning the validity, entry into, construction, performance and termination thereof, the consequences and/or the after-effects thereof, shall be submitted to a conventional mediation procedure prior to any legal proceedings, except in the event of claims made through urgent proceedings, ex parte proceedings, third-party notices or interlocutory applications, for which the matter may be directly brought before the Court that has jurisdiction as to subject-matter in the district of the Company’s registered office.
The Party that wishes to implement the mediation must inform the other Party of this by registered letter with acknowledgement of receipt, and propose the name of a trained mediator who is qualified to mediate. The other Party shall have a time-limit of eight (8) days in which to notify its disagreement as to the name of the proposed mediator, failing which it will be deemed to have accepted the name of the proposed mediator. In the event of a disagreement between the Parties over the choice of a mediator, the first Party to take action may request the appointment of a mediator by the President of the Commercial Court of competent jurisdiction in the district of the Company’s registered office.
The mediator’s expenses and fees shall in all cases be split equally between the Parties.
Absent an agreement between the Parties within two (2) months of the matter being referred to the mediator, the Parties will again be free to take action and may bring the matter before the Court that has jurisdiction as to subject-matter in the district of the Company’s registered office, on which they confer exclusive jurisdiction to resolve the dispute, notwithstanding multiple defendants, interlocutory applications and third-party notices.
All client actions based on these ToS and an Order must, in order to be admissible, be brought before the courts of competent jurisdiction pursuant to this Article within a maximum time-limit of one (1) year.
16. Miscellaneous provisions
16.1 Code of Ethics: The Company is committed to high ethical standards in conducting business. The standards to which the Company is committed are set out in the Eurofins Group Code of Ethics.
16.2 Severability: If one of the provisions of these ToS and of an Order are held to be invalid or inapplicable, the Parties shall consult with each other in order to agree on a provision or provisions to replace the invalid provision(s) and that will make it possible to fulfil, as effectively as possible, the economic objective and the intention of the invalid provision(s). All the other provisions shall retain their full force and scope, unless these ToS and the Order concerned become devoid of purpose or impossible to perform.
16.3 Absence of waiver: No tolerance, regardless of the nature, the extent, the duration or the frequency thereof, may be deemed to create any form of right whatsoever, nor may it be construed as a waiver of any one whatsoever of the provisions of the ToS and of an Order; each of the Parties reserves the right to demand compliance therewith, even retrospectively.
16.4 Language: The original version of these ToS is written in French and takes precedence over all other versions or translations of these ToS into another language.
16.5 Notices: Without prejudice to any provisions to the contrary in these ToS, all notices between the Parties shall be sent by letter in printed form in a manner that allows for proof of receipt thereof (registered letter with acknowledgement of receipt), to the address of the registered office of the recipient Party; all time-limits shall start to run from the date of the first delivery attempt of said letter to the recipient Party.
16.6 Prohibition on hiring away employees: The client undertakes not to hire away, recruit or give work to, either directly or via an intermediary, any member of the Company’s personnel who participated in and/or who worked on the fulfilment of an Order during the period of performance of the Services ordered, for a period of two (2) years following the end of their contractual relations in respect of said Order, even if the initial approach is initiated or instigated by the Company employee themselves. The Company may, on a case-by-case basis, at the request of the Client and/or the employee concerned, release the Client from this commitment by express, prior written agreement.
16.7 Non-Solicitation of subcontractors: Client agrees not to solicit, have work done, or use the services, directly or through an intermediary, of Company's subcontractors who have participated and/or collaborated in the performance of an Order during the performance of the Services ordered and for a period of two (2) years following the termination of their contractual relationship under said Order, even if the solicitation is initiated or caused by Company's subcontractor itself.
© Eurofins Assurance 2025 Personal data protection policy