ITEN Terms and Conditions of Sale
These present terms and conditions of sale (hereinafter the “T&Cs”) govern relations between I-TEN S.A. (hereinafter “ITEN”) and the customer (hereinafter the “Customer”) in connection with the supply of batteries (hereinafter the “Products” or the “Product”)
1. GENERAL POINTS
1.1 Any Customer order implies unreserved acceptance of the T&Cs that alone govern ITEN's sales, to the express exclusion of the Customer's general terms and conditions or any other document issued by it, unless duly negotiated and agreed in advance with ITEN. It is expressly specified that the acceptance and/or the execution of an order by ITEN does not involve tacit acceptance of the Customer’s general terms of purchase. Deviations to the T&Cs shall require the signature of a document by a duly authorized ITEN representative.
1.2 The fact that ITEN does not avail itself at any given time of any provision of these T&Cs may not be interpreted as waiving the right to invoke any of these T&Cs provisions at a later date.
1.3 The Products, may not, in principle, except in the case of a specific prior written request accepted by ITEN in writing, be used:
(i) for the construction of weapons and for other use than civilian use,
(ii) for medical purposes: with living beings and are not intended to be used in a living being (human or animal), whether directly or indirectly, by insertion in a device intended to be placed in a living being or to assist the functioning of a living being and whose failure could harm the health or life of a living being.
(iii) in the nuclear sector,
(iv) in the aeronautic sector.
2. ORDERS
Orders submitted to ITEN are firm and may not be cancelled or rescheduled, without the prior agreement of ITEN, except in cases expressly provided for in the T&Cs.
Orders are not binding
In the event of cancellation of the order, the provisions of article 15 shall apply. ITEN shall be free, at all times, to decide the timing of production of the Products, within the limit of the number of Products ordered.
All orders placed by the Customer with ITEN are made in writing.
Orders are considered to be firm:
(i) upon acceptance by the Customer of the offer sent to it by ITEN,
(ii) or on receipt by the Customer of the goods that were the subject of the order.
Orders placed via EDI, internet and mail are therefore only accepted under the Customer's responsibility.
ITEN reserves the right to make any technical changes (or improvements) to its Products without notice.
3. PRICES
3.1 All prices are expressed in euros, excluding taxes. ITEN shall not bear in any case whatsoever any foreign exchange risk.
3.2 The Products are sold according to Incoterm FCA, ITEN, Dardilly, France (Incoterms ICC Edition 2020) and are exclusive of taxes, with all duties of any kind and additional taxes; charges and additional fees being payable by the Customer.
3.3 ITEN reserves the right to change prices without notice.
3.4 ITEN confirms transaction prices with its order acknowledgements.
3.5 The prices applied are those in force on the day of delivery.
3.6 Any change to the information used to establish prices (in particular but not exclusively exchange rates, increase in the price of raw materials or postponement of the date of the first orders by the Customer compared with the dates indicated to ITEN) may be charged, without prior notice, when invoicing for the Products.
3.7 Similarly, ITEN may also modify its prices in the event of a unilateral change in the timing of the order by the Customer.
4. DELIVERY
4.1 Delivery times are indicative. If necessary, the starting point for the delivery time shall be postponed until effective payment of the deposit according to payments terms, regardless of its size, agreed at the time of the order and/or prepayment request.
4.2 All Products are sold FCA, ITEN, Dardilly, France (Incoterms ICC Edition 2020) and delivery shall be deemed to have been made as soon as the Products are handover to the first carrier at ITEN Site Dardilly the“Delivery”. Delivery entails the transfer of risks of any kind to the Customer, which consequently undertakes to take out all insurance in this respect. Products are packaged and shipped by ITEN on the Customer's behalf and at the Customer's expense in accordance with the Incoterm FCA, ITEN, Dardilly, France (Incoterms ICC Edition 2020). In addition, packaging and shipping are always at the risk of the Customer, which must take out all appropriate insurance for that purpose. With regard to international shipments that transits through international waters or airspace, the transfer of title to the Customer occurs immediately after the Products leave the jurisdictional territory of ITEN point of shipment. Risk of loss or damage will not relive the Customer from its obligations. If ITEN incurs freight or insurance costs on the Customer’s behalf, the Customer shall promptly reimburse ITEN for such freight or insurance costs. The Customer is importer of records and is expressly responsible for all customs formalities (such as licenses or clearances required), import duties, taxes and any other expenses incurred.
The type of packaging required to transport the Products is at ITEN’s discretion, unless otherwise agreed with the Customer.
4.3 ITEN reserves the right to allocate production and deliveries among its various customers at ITEN’s sole discretion and under any circumstances.
5. RETENTION OF TITLE
5.1 Pursuant to article 1196 of the French Civil Code, ownership of Products sold is transferred to the Customer only after full payment, without prejudice to the transfer of risks that occurs upon Delivery of the Products to the Customer, which undertakes to take out all the necessary insurance to cover those risks.
5.2 The Customer undertakes to take all measures to protect and individualise the delivered Products and to inform ITEN.
5.3 In the event of a breach by the Customer of any of its obligations, ITEN may, eight (8) days after sending formal notice which is not acted upon, claim and repossess the delivered Product(s) without prejudice to any damages or any other rights in accordance with the present T&Cs. Said claim may, at ITEN’s discretion, cover all commercial relations existing at the time of the breach. Return of the Products to ITEN's factory shall take place at the risk of the defaulting Customer.
5.4 In the event that the Products have been resold by the Customer, the Customer undertakes to assign to ITEN its claim to the resale price of those Products as a guarantee of payment for the ITEN Products and ITEN is hereby authorised to claim payment directly from the Customer up to the amount of its own claim.
5.5 In the event of seizure of Products in the Customer's possession, which still belong, entirely or partially, to ITEN, the Customer must immediately inform ITEN, all costs incurred to release the third party's control over the Products belonging to ITEN being payable by the Customer.
6. PAYMENT
6.1 Invoices are payable by transfer within a period not exceeding thirty (30) days net from the invoice date, at the registered office, with ITEN reserving the right, particularly for export sales, of making the delivery subject to payment in advance of all or part of the price of the Products or requiring any other payment method (letter of credit, etc.).
6.2 After that period, ITEN shall, if necessary, add the unduly deducted discount back onto the Customer's outstanding balance.
6.3 Any lateness in paying any instalment shall entail, as of right and without prior notice:
- Immediate repayment of the Customer's entire outstanding balance.
- Suspension of fulfilment and cancellation of orders in progress, at ITEN’s discretion.
- Cancellation of all credit notes and discounts excluding rights acquired on invoices already raised or to be raised.
- The payment of late-payment interest shall trigger an additional interest which is determined at the latest ECB rate of three times the legal rate of interest in force, plus all taxes. Such interest shall be borne by the Client, per month on the whole of the amounts payable from the first day following the due date and up until complete payment.
6.4 In the event of the above-mentioned breach, in addition to the recovery costs provided for in Article L 441-6 of the French Commercial Code, all costs for recovery of the amounts unpaid, in whole or in part, that ITEN shall have had to bear (recovery costs, bailiff fees, legal fees, etc.) shall be borne by the Customer.
6.5 In addition, and in accordance with Article 1220 of the French Civil Code, ITEN may suspend its deliveries if it is clear that the Customer shall not execute at maturity. ITEN shall notify the Customer of its decision by letter with acknowledgment of receipt as soon as possible following its decision.
6.6 Cash payment, an advance payment or the provision of a financial guarantee (such as a bank guarantee) may particularly be required by ITEN due to the number of Products to be manufactured and/or the specific characteristics of the products ordered or else if the risk assessment for ITEN changes for any reason.
6.7. If the Customer fails to produce the aforementioned guarantee, ITEN may suspend the execution of the order(s).
6.8 Any right of the Customer to set off and/or withhold any payment due to ITEN under any order or contract duly signed between the Customer and ITEN is hereby expressly excluded except for set offs duly and expressly authorized by ITEN.
6.9 By express agreement, ITEN shall always be entitled to offset sums due to the Customer against sums owed by the Customer.
7. CLAIMS/WARRANTY
7.1 The Products delivered by ITEN comply with the applicable standards and specifications duly accepted by ITEN. The Customer warrants that the applicable standards and agreed specifications comply with the authorised intended use of the Products.
7.2 The Customer undertakes to check the Products as soon as they are at their disposal as per article 4- Delivery including their condition, quantity, quality, conformity and visible defects, and to notify ITEN by recorded-delivery letter of any errors, partial loss or missing delivery within five (5) business days - following receipt of a delivery at the Customer location and any conformity defects or visible defects within eight (8) calendar days following delivery of the Products.
7.3 In the absence of notification within the time-scales specified above, no claim by the Customer shall be admissible in respect of the nature, condition, quantity, quality, damage, anomaly, partial loss, lack of conformity or apparent defects in respect of the Products delivered.
7.4 Claims do not entitle the Customer to defer payment for the Products received, in accordance with the orders.
7.5 Moreover, in the event of damage, partial loss or missing items, the Customer or its agent shall be responsible for recording any findings required and taking any protective measures provided for by law, under penalty of incurring its personal liability. The Customer must notify its reservations by registered letter with acknowledgement of receipt to the carrier (with a copy to ITEN) within eight (8) business days, following receipt of the Products which cannot be more than fifteen (15) days from Delivery date, under penalty of losing all recourse against the liable parties and, as the case may be, against ITEN. As the Products are not subject to any obligation to affix or be identified by batch numbers, no claim by the Customer relating to batch numbers shall be admissible.
8. NON-WARRANTY RETURNS
8.1 ITEN Products are sold on a firm basis. They may exceptionally be returned only on written acceptance with an offsetting order and in accordance with the return procedure available on request.
8.2 Returned Products must be in perfect condition, in their original packaging and show no signs of disassembly, installation or use. The corresponding credit note shall be subject to a reduction of 10% to 50% on the price initially invoiced (invoice attached), according to the methods defined in the procedure available on request.
8.3 Returned Products shall ship at the Customer's expense (postage paid return).
8.4 No returns shall be accepted if their total amount is less than €100 excluding taxes.
9. SUBCONTRACTING
Within the framework of the manufacture of Product ordered by the Customer and which require particular technical competence, ITEN reserves the right to employ one or more sub‐contractors, for all or part of the production of that part.
10. WARRANTY
10.1 Subject to the terms hereof, ITEN warrants to the Customer that its Products shall substantially conform to the applicable specifications for a period of (i) twelve (12) months from the Delivery date,
10.2 The warranty only applies to Products invoiced by ITEN that clearly include the trademark and traceability information or the reference label affixed by ITEN. Any warranty is excluded for samples or evaluation kit.
10.3 The warranty is excluded if the Products have been damaged by neglect or for reasons not attributable to ITEN, if the defect is caused by abnormal conditions of use in particular including but not limited to: by overloads, by faulty maintenance, by an unspecified application not strictly defined in the order or contrary to the precautions of use provided with the Products or use contrary to the Products’ intended purpose, as specified in the order, by an assembly not compliant with ITEN's instructions or contrary to industry standards, by improper storage, by other components or additional equipment, if non-compliant spare parts are used or if changes are made to the Products without ITEN's express consent, or by normal wear and tear to the Products.
10.4 As soon as it notices any defect or non-conformity in respect of the delivered Products, the Customer must inform ITEN within ten (10) calendar days by recorded-delivery letter. Otherwise, the Customer loses its warranty rights. A part is considered defective when the defect reported by the Customer can be replicated by ITEN by reference and comparison to normal conditions of use within the framework of a technical analysis carried out by ITEN. ITEN shall not be liable for any defect in respect of non-catalogue parts, if the Product conforms to the specifications, drawings or other recommendations/requests defined by the Customer.
10.5 The warranty is expressly limited to the free replacement or repair of defective parts or refund of the Products, to the exclusion of any compensation for any reason whatsoever. Labour costs for dismantling and reassembly of those Products on equipment or other materials and, if necessary, travel expenses for an ITEN technician are borne by the Customer. The decision whether to replace or refund the defective Product lies exclusively with ITEN.
10.6 Replacements under warranty shall not have the effect of prolonging the initial duration of the warranty. The maximum warranty period including replaced product is eighteen (18) months. Products or items replaced and recovered by ITEN become its property.
10.7 Any warranty request must be accompanied by the Customer sending a report specifying the case number, the type of product, any serial number on the Product, the number of hours of use, repair date and, more generally, any information necessary for individual and precise identification of the Product in question, as well as a clear description of the alleged defect. Warranty returns of goods or claims must systematically be the subject of a return case request issued by ITEN and follow ITEN procedures.
10.8 Any warranty claim submitted by the Customer is considered to be pending until ITEN has made its decision. In the event of a recognised defect affecting several Products in the same series, ITEN may, if necessary, take any measure to put an end to the defect, such as the recall of one or more part(s) in the same series or recall of the Products.
10.9 As long as it is permitted by the applicable laws, the legal liability for hidden defects or any other kind of legal liability and/or implied warranties is expressly excluded from the business relationship.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR TERMS EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW (INCLUDING WITHOUT LIMITATION WARRANTIES AS TO (I) MERCHANTABLE AND/OR SATISFACTORY QUALITY, (II) FITNESS FOR A PARTICULAR PURPOSE OR USAGE OR (III) NON-INFRINGEMENT).
10.10 The Customer acknowledges and agrees that it is solely responsible for all regulatory, safety and security related requirements concerning its own products and any use of ITEN Products in the Customer products and related applications. Furthermore, the Customer shall indemnify Seller, its officers, and employees and affiliates against all claims arising directly or indirectly from: (i) Customer's incorporation of the Products in any application or system where failure could lead to death or personal injury and, (ii) Customer’s unauthorized collection, storage, processing, or use of personal data, or Buyer’s other misappropriation or mishandling of personal data in a manner which is inconsistent with applicable data protection laws. ITEN’s warranties set forth herein shall not be enlarged, diminished, or otherwise affected by, nor shall any obligation or liability of ITEN arise out of, ITEN’s rendering of technical advice or service in connection with any sold Products.
11. LIABILITY
11.1 ITEN may not be held liable for any damage caused directly or indirectly by any equipment or component not invoiced by it and/or other equipment or components used to be integrated into an assembly. In particular, ITEN may not be held liable when the failure of one of its parts is caused by other neighbouring or associated components.
11.2 ITEN may not be held liable for non-compliance with a standard of any kind that is not expressly specified in the order and applicable to the item into which the Product is or should be inserted. Liability for samples or evaluation kit is completely excluded.
11.3 ITEN may not be held liable for any immaterial and indirect damage such as loss of business, loss of turnover, loss of production, margin or image, action taken by a third party against the Customer or its conviction or any other consequential, economic or indirect damage.
11.4 ITEN's liability (whether in contract including breach of warranty or tort, including negligence or misrepresentation, or under statute or otherwise) in respect of the manufacture and sale of its Products for any damages whatsoever – including in case of violation of the rights of a third party recognised by a court decision that has become final – shall be limited to the amount of the order for the Product which is the object of the dispute.
11.5 No liability shall be incurred in the case of non-transmission within the required time of information necessary for the order and requested by ITEN.
11.6 Any right of the Customer to set off and/or withhold any payment due to ITEN under this T&Cs is hereby expressly excluded except for set offs duly and expressly authorized by ITEN.
12. INTELLECTUAL PROPERTY
12.1 Without limitation, any drawings, diagrams, specifications, technical and commercial nomenclatures, recommendation documents, test results, industrial catalogues, brochures, notices, patents, models and designs etc communicated if applicable by ITEN to the Customer to prepare and fulfil the order and, more generally, all rights of any kind that may be attached to the Products manufactured and/or sold are and shall remain the exclusive property of ITEN. The Customer shall therefore refrain from disclosing or duplicating them without the prior approval of ITEN and, more generally, shall not in any way infringe the ITEN rights. The Customer shall not destructively test, disassemble, radiograph, reverse engineer or otherwise analyse any Products, without ITEN’s prior written consent.
12.2 The Products and their packaging are sold under the trademark ITEN and/or Iten or any other trademark registered by ITEN, to the exclusion of any other trademark except with ITEN's express written agreement.
12.3 In the event that the Customer submits plans, models, drawings, studies or prototypes to ITEN, necessary for the development or execution of the Product ordered, all intellectual property rights relating thereto shall remain the Customer's property. Consequently, ITEN shall refrain from disclosing or duplicating them without the Customer's prior approval. In that case, the Customer shall grant ITEN an exclusive and non-transferable licence to use and reproduce those plans, models, drawings and studies, which shall be strictly limited to the duration of the order unless otherwise agreed between the Customer and ITEN. In that case, the Customer will indemnify and hold ITEN, including all ITEN, employees and successors, harmless against all litigation costs (such as damages, losses, claims and expenses, actual fees for attorneys, experts, consultants, settlement costs and judgments), occasioned by, resulting from alleged or actual infringement of any industrial or intellectual property rights of a third party, or arising out of any claim by a third party owning infringed intellectual property rights, including in relation to software.
12.4 Similarly, if the Customer is required to provide ITEN with tools, moulds or other materials necessary to manufacture a specific part, ITEN undertakes to return them at the end of the order. Specific tooling designed and produced to manufacture Products designed by ITEN according to Customer’s specifications shall remain ITEN’s property.
12.5 In addition, the Customer undertakes to inform ITEN immediately and in writing of any infringement of the industrial property rights belonging to the Customer or any risk of such a violation of which it becomes aware and, at ITEN's request, shall provide any assistance required to enable it to defend its rights. All disputes, even extrajudicial ones, shall be managed by ITEN.
12.6 The Customer undertakes to inform ITEN of any claims to those rights by third parties. In that case, ITEN shall take all necessary steps to ensure the continuity of the order and/or the supply.
12.7 The uses permitted under this article cease automatically in the event of termination of the order, contract or commercial relations with the Customer.
12.8 The rights and obligations in this article 12 are subject to the exclusions and limitations set forth in article 11.
13. TRADEMARK AND NAME
13.1 The Customer may, with prior consent of ITEN and in accordance with the law and for the sole purpose of representing and marketing the Products, make reference to ITEN trademarks and names in the context of its activity, strictly ensuring that such reference cannot create confusion between the Customer and ITEN and may not harm or infringe ITEN, its trademarks and/or its name.
13.2 Any reference to ITEN’s trademark and/or name on a website requires, in addition to the preceding conditions:
13.3 Strict adherence to the ITEN graphic chart and the trademark and quality image of ITEN Products.
13.4 The submission of any hypertext link to an ITEN site has prior written permission from the relevant ITEN entity.
13.5 To enable ITEN to ensure the consistency of the promotion of its Products, respect for its image and any third-party rights attached to the presentation of its Products, any advertising and/or promotional campaign carried out by the Customer – in any medium – representing the ITEN and Iten trademarks and/or names must be subject to ITEN's prior consent.
13.6. The Customer undertakes to respect all possible third-party rights of any kind whatsoever and remains solely liable for any infringements in that respect. It also undertakes to inform ITEN of any infringement of its trademark(s) and other distinctive signs of which it becomes aware in the course of its activity, to enable ITEN to take all appropriate measures to put an end to that infringement.
13.7 The uses permitted under this article cease automatically in the event of termination of the contract or commercial relations with the Customer.
14. FORCE MAJEURE
14.1 Force majeure exists when an event beyond the relevant party's control, that could not reasonably be expected at the time of the conclusion of the T&Cs and the effects of which cannot be avoided by appropriate measures, prevents the performance of its obligation by the party in question. If the impediment is temporary, the order shall be suspended. If it is permanent, the related order shall be terminated as of right.
14.2 Examples of force majeure events include, but are not limited to floods, prolonged power failure, fire, total or partial destruction of ITEN's working tools, war, embargo, legal prohibitions to sell to a particular country, insurrection, strike whatever the cause, pandemic, lockout, earthquake, storm, tornado, machine breakage, failure of third parties, etc.
14.3 The Customer undertakes not to purchase goods or services from other sources and/or reduce the delivery schedules to ITEN until the contract/order is completely terminated.
15. TERMINATION
15.1 In the event of any kind of breach by the Customer and eight (8) days after formal notice sent by recorded-delivery letter which is not acted upon, ITEN may either suspend or refuse to perform its service or else terminate the relationship with the Customer, without prejudice to any damages that ITEN reserves the right to request to rectify the resulting damage. Any deposits or partial payments paid by the Customer shall remain acquired by ITEN, as initial damages.
15.2 The cancellation shall affect the order which is the object of the breach and any other previous unpaid orders, whether delivered or in the process of delivery and their payment, whether due or not.
15.3 ITEN reserves the right to terminate the relationship in the event of termination of business, recovery or liquidation, death of the Customer's legal representative and/or significant change in the Customer's share capital.
15.4 Any case of termination for convenience is expressly excluded.
15.5 Consequences of termination: the Customer shall reimburse ITEN for all the not yet paid off costs related to the order concerned such as components procured for the execution of the order, semi-finished Products, finished Products as well as all the financial consequences due to the termination, be the termination at the initiative of the Customer and/or ITEN.
16. SIGNIFICANT CHANGE OF ECONOMIC CIRCUMSTANCES / HARDSHIP
If, due to a change of circumstances which could not have been foreseen upon conclusion of the contract/order, performance becomes excessively costly for ITEN, then the ITEN and the Customer will renegotiate the order terms.
17. COMPLIANCE WITH REGULATIONS
17.1 The Customer undertakes to comply with all regulations relating to the Products (including all EU regulations concerning their marketing or export, including restrictions on use such as the prohibition to use the Products in any living being) ITEN's liability being incurred in this respect.
17.2 In particular, ITEN transfers to the Customer all processing, recycling and/or collection obligations, of any kind (legal, regulatory, etc.) applicable to the Products, the Customer releasing ITEN from all liability/guarantees in this respect.
18. CONFIDENTIALITY
All contractual documents, negotiations that led to their conclusion as well as all the documents exchanged between ITEN and the Customer are strictly confidential and neither party may disclose them to a third party.
The Customer undertakes to respect the confidential nature of the information of which it may become aware while fulfilling the contract and also undertakes to enforce this obligation on its employees as long as they are in its service.
This obligation remains valid even after the end of the contract/order for a period of five (5) years.
19. ASSIGNMENT
Neither Party shall without the prior written consent of the other Party assign or otherwise transfer partially or totally its rights and obligations under any order.
Notwithstanding the foregoing, either Party may assign any purchase order to any company, directly or indirectly owned or controlled by its parent company and/or to any company with which it may merge or consolidate or to which it may sell part or all of its business, provided that such company shall assume and agree to perform the obligations of the assignor under such purchase order and accept an obligation to impose the same or similar conditions or obligations on any assignee or transferee from it. For the purposes of this section, ownership or control means an ownership or controlling interest, either direct or indirect, representing more than 50% of the voting capital of the assignee. Assignment is strictly forbidden in the case where the ownership or control specified hereabove lead to an assignment to a ITEN competitor.
20. EXPORT CONTROL, LAWS AND REGULATIONS
Customer agrees to comply with all applicable export control and sanctions laws and regulations of the member States of the European Union, of the United States of America, and of any other relevant country (hereinafter referred to as the “Export Control Laws”). Customer will not violate and will not cause ITEN to violate any Export Control Laws (e.g. by transhipping systems and/or vehicles incorporating the products through, and/or supplying products to sanctioned countries).
If import and export taxes or any other kind of taxes are introduced by any and all authorities concerning the products or components shipped from or to countries, and if such taxes become applicable to the products and components covered in the order, ITEN reserves the right to increase the prices in due proportion.
21. COMPLIANCE WITH COMPETITION AND ANTI-CORRUPTION RULES
The Parties shall ensure that their activities under the contract/order comply with applicable laws against unfair competition. This applies in particular insofar as ITEN, the Customer and their affiliates are competitors in the market concerned by the order/contract. The Parties are responsible for adopting the necessary compliance measures under the laws against unfair competition to implement these obligations in a responsible manner.
ITEN and the Customer certify that they understand the importance of anti-corruption laws and that they will comply and cause their employees to comply with all applicable anti-corruption laws. The term "Corruption" includes, but is not limited to, promising or giving, requesting or receiving any benefit in money or money's worth from any person for the purpose of influencing that person to obtain business opportunities improperly or to obtain an improper advantage. The Parties agree that any act of Corruption (as defined above) or any violation of national, European or other anti-bribery laws shall be considered a serious breach, entitling the aggrieved party to terminate the Contract and/or claim indemnification and/or any other compensation available to it.
The Customer shall respect the provisions set forth in ITEN’ Code of Conduct available on request.
21. PROTECTION OF PERSONAL DATA
21.1 All terms relating to the protection of personal data used under the contract/order must comply with applicable regulations, by way of example and if applicable Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, including the Guidelines of the European Data Protection Supervisor (EDPS) must be strictly observed.
21.2 To this end, the Customer must comply with the individual obligations incumbent upon it in its capacity as Data Controller of the personal data it holds. Accordingly, the Data Processor undertakes to process Personal Data in accordance with the aforementioned Regulation (EU) 2016/679 of April 27, 2016 and not to transfer Personal Data to any country outside the European Union. The Processor also undertakes to notify the other party, as soon as possible, when it becomes aware of a Personal Data breach.
21.3 As part of the performance of the order/contract, if the Customer is required to carry out personal data processing operations on behalf of ITEN, a specific agreement relating to the subcontracting of personal data processing shall be concluded by mutual agreement of the Parties, prior to any processing operation.
22. NON SOLLICITATION
The Customer undertakes not to hire, nor to attempt to do so, any employee of ITEN, with whom the Customer would have been in contact in the business relationship up to twelve (12) months following the date of the termination of the contract/order for whatever reason.
23. CONSEQUENCES OF THE INVALIDITY OF A CLAUSE
23.1 If one or more provisions of the T&Cs are held to be invalid by law or regulation, or declared to be invalid by a final decision of a competent court, they shall be deemed unwritten, the other provisions of the contract (or other contractual documents) keeping their force and scope, and shall not affect validity or continuation of contractual relations overall, unless it is a clause which was decisive for one of the parties on the date contractual relations are concluded.
23.2 In that case, the parties shall negotiate in good faith to replace that clause with a valid clause reflecting their original intention.
24. PERMANENCE OF CLAUSES/TOLERANCE
Any tolerance relating to the application of the terms and conditions entered into by the Customer may under no circumstances, regardless of the duration or frequency, be