COOP ITALIA S.C.
Terms of participation
1. INTRODUCTION
1.1 Coop Italia s.c. (from now on “COOP ITALIA”) is the owner of the portal https://plf.coopitalia.coop.it (hereinafter referred to also as the Portal).
1.2 The Portal is used by COOP ITALIA to carry out activities related to Coop Private label.
2. OBJECT
2.1 This Agreement (the Agreement) sets the terms and conditions for the participation of certain subjects, operating within their entrepreneurial activity, (the Supplier or the Suppliers), upon invitation, to the activities (Activities), requested by COOP ITALIA and executable through the Portal.
2.2 Activities include Events, whose execution is regulated by the “Regulations for the participation to the events executable through Coop Italia Portal” (the Regulations) attached to these Terms of participation, of which they are an integral and fundamental part.
3. REGISTRATION TO COOP ITALIA S.C. PORTAL – PARTICIPATION TO ACTIVITIES
3.1 The registration to the Portal is a necessary and indispensable condition to participate to the activities. To this end, the Supplier inserts on the Portal its data and all information deemed necessary or useful by COOP ITALIA to identify such supplier (Registration data). The Supplier ensures that data provided are true and correct.
3.2 With the registration, the Supplier chooses an identification code (User ID) and it is given a password. Registration is deemed completed when both Password and User ID are validated.
3.3 User ID and Password are strictly personal and they cannot be transferred. The Supplier undertakes not to disclose them to third parties and to keep them confidential, and it is the sole responsible of their use by third parties, undertaking to promptly inform COOP ITALIA in case they should be stolen or lost.
3.4 Once User ID and Password are validated, the Supplier can, if invited, participate to the Activities using a tool provided with internet connection, according to the basic technical requirements indicated by COOP ITALIA. Purchase, installation and configuration of any hardware and software are to be paid by the Supplier.
3.5. The Supplier designates the name indicated in the dedicated field below the Agreement as the subject authorised to use the Portal (Main Account).
3.6 The Supplier acknowledges and agrees that the use of the USER ID and Password irrevocably identifies as provided by the Supplier any data or information inserted on the Portal.
4. SUPPLIER’S OBLIGATIONS AND GUARANTEES
4.1 The Supplier undertakes:
(i) not to adopt behaviour or practices that be anti-competition, against laws, regulations and/or third parties’ rights and not to provide false, misleading or illicit information;
(ii) to process data and information relating to each Activity as strictly confidential and private;
(iii) to use and configure its own software and hardware so as to allow for the Activities’ information security.
(iv) to provide an exact, truthful, correct and not misleading description of products and services offered, and, as a consequence, of any information inserted on the Portal.
4.2 In relation to the use of the Portal, the Supplier declares and guarantees it has full title to or availability of any data, information and content provided to COOP ITALIA and that their use by COOP ITALIA according to this Agreement does not breach any third party’s right nor laws and/or regulations.
5. EXPRESS CANCELLATION CLAUSE – RIGHT TO WITHDRAW FROM THE AGREEMENT
5.1 COOP ITALIA has the right to cancel the Agreement in case the Supplier fails to fulfil any of the obligations as of par. 4 and 7.2, that is in case the Supplier becomes insolvent or subject to other insolvency proceedings.
5.2 Without prejudice to the following par. 5.3, COOP ITALIA and the Supplier have the right to withdraw from this Agreement at any time, subject to prior written notice to be sent by certified e-mail (pec) or registered letter.
5.3 The Supplier will not be allowed to exercise its right of withdrawal during the execution of any Event it is participating to.
6. COOP ITALIA S.C. LIMITATION OF LIABILITIES AND ABSENCE OF GUARANTEES
6.1 COOP ITALIA shall in no way be liable of any damage borne by the Supplier and deriving from the use, malfunction, delayed or default in the use and/or interruption or suspension of the use of the Portal, including loss of business opportunities, missed earnings, loss of data, damage to their image, request for compensation and/or third parties’ claims, caused by:
(a) “Force majeure” events, including but not limited to the following: interruption of electricity or telephone lines or connection to the network due to third parties acts, strikes, industrial disputes, wars, reasons of State or of Public or Military Authorities, embargos, vandalism and terrorist acts, epidemics, floods, earthquakes, fires and other natural events;
(b) incorrect use of the Portal by the Supplier;
(c) defects of functioning of the connection equipment used by the Supplier;
(d) faults to information systems, telecommunication equipment and/or technological systems of COOP ITALIA for a period shorter than 30 days.
7. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS AND PRIVACY DATA
7.1 Contents and information available on the Portal and the related software used are exclusive property of COOP ITALIA, or they are licensed to the same by third parties, and they are protected by copyright or other intellectual property rights (including rights on databanks).
7.2 The Supplier undertakes not to download, reproduce, transfer, sell or distribute, in all or in part, by any right, contents and information available on the Portal, without prior written consent by COOP ITALIA and for aims other than the access to and the use of the Portal.
7.3 The Supplier agrees that Registration Data, as well as data and information provided afterwards, will be inserted in a databank created by COOP ITALIA and of its exclusive title.
7.4 Data and information exchanged between the Parties and in any case related to the registration to the Portal, under Privacy law, shall be processed and used by the Parties exclusively for work purposes (contact details, contract, accounting, fiscal and commercial data). The Parties authorize each-other to process such personal data provided.
8. COMMUNICATIONS
8.1 Any communication related to the Agreement shall be sent to the Supplier, via email, to the address communicated by the Supplier to COOP ITALIA with the registration.
8.2 Communications may be done also via certified email (pec) or registered letter to the Supplier to the address communicated to COOP ITALIA.
9. AMENDMENT OF THE TERMS OF PARTICIPATION
9.1 The Supplier agrees that COOP ITALIA is entitled to amend the Agreement at any time, with communication via fax or email or certified email.
9.2 Amendments are deemed accepted with the first use of the Portal by the Supplier except if the Supplier has sent a communication expressing its will not to accept them.
9.3 It is understood that acceptance of amendments by the Supplier can not be partial, and it must be deemed referred to them as a whole.
9.4 The Supplier is entitled to withdraw from the Terms following the communication as of Par.10.2.
10. CONFIDENTIALITY OF BUSINESS INFORMATION – INFORMATION SECURITY
10.1 Business data and information related to the execution of the Activities shall be processed by COOP ITALIA as strictly confidential.
10.2 COOP ITALIA will put in place the most suitable technical and procedural precautions in order to guarantee information security during the execution of Activities.
11. MEDIATION AND JURISDICTION
The Parties agree that any dispute related to the validity, effectiveness, interpretation and execution of this Agreement, and any controversy related to its object, with no exception, shall be preliminarily the object of an attempt to amicable resolution between the Parties, also by means of Mediation according to the law in force, through the Bodies in charge of mediation. The place of mediation shall be Bologna. In case the controversy shall not be solved amicably or through Mediation, it will be referred to the competent judiciary authority, and the Court will be exclusively that of Bologna.
SUPPLIER’S STAMP AND SIGNATURE
____________________________
The Supplier declares it has carefully read and it approves specifically the terms agreed upon as of the following paragraphs: Par. 3.5 (Designation of the Main Account), Par. 4 (Supplier’s Obligations and Guarantees), Par. 5 (Express cancellation clause – Right to withdraw), Par. 6 (COOP ITALIA Limitations of liability and absence of guarantees), Par. 7 (Industrial and intellectual property rights), Par. 10 (Amendment of the Terms of participations), Par. 12 (Mediation and jurisdiction).
SUPPLIER’S STAMP AND SIGNATURE
_________________________________
DATE
_________________________________
Enclosure: Terms of participation to Events executable through Coop Italia Private Label Trade portal.
MAIN ACCOUNT DATA (PAR. 3.5)
SUPPLIER’S COMPANY NAME:
[________________________________
_______________________________]
REPRESENTED BY:
NAME:[__________________________
________________________________]
SURNAME:[______________________
________________________________]
ROLE:[______________________
________________________________]
Regulation for Events carried out through Coop Italia Private Label Portal.
1. INTRODUCTION, GENERAL PRINCIPLES.
1.1 This Regulation sets the obligations and terms for Events executable thought the Portal that COOP ITALIA and Suppliers must comply with throughout the duration of the Events, according to the Terms of participation. Further specific provisions regarding the execution of each Event, binding for Suppliers, shall be indicated in the proper information parts of the Portal.
1.2 Event means request for information of technical, qualitative and business nature by COOP ITALIA, through the Portal, for specific products identified in the invitation, to which exclusively Suppliers invited by Coop can participate to.
1.3 Suppliers invited to an Event can participate only if they are regularly registered to the Portal, as specified in the Terms of participation.
2. COMMUNICATION RELATED TO EVENTS.
2.1 Actions and communications exchanged between Coop Italia and Suppliers at any phase of the Event including preliminaries, execution and any suspension, interruption, reopening and/or cancellation may be executed only with the on-line modality.
2.2 The on-line operating modality provides for Suppliers to access to the Portal, insert the required information, communicate with COOP ITALIA and express their will through the specific fields on the Portal.
2.3 Data constitute the essential elements of any Supply Agreement between Coop Italia and the Supplier that may result from the Event.
2.4 COOP ITALIA and Suppliers agree that for all the Event’s duration, including preliminary and subsequent phases, and for the purposes of its execution, closure, possible interruption, suspension, reopening and/or cancellation, the Terms, the official time and the past time shall be exclusively those recorded by COOP ITALIA Portal.
2.5 In case of discrepancy, information, data and offers actually issued and inserted in the Portal shall have priority on what contained in files, enclosures, and documents sent or anyway made available by Suppliers throughout the Event’s duration.
2.6 Suppliers agree that the Portal shall not allow them to view the identity of other Suppliers before, during and after the execution of the Event.
3. PRELIMINARY PHASE
3.1 The Supplier must fill in the whole Suppliers Brief in the company profile field on the Portal. The Supplier undertakes to fill in such Profile with all organization changes and/or according to the law.
3.2 COOP ITALIA forwards to selected Suppliers an invitation to the Event itself through the Portal messaging system, thus making available the relevant documentation.
3.3 Suppliers acceptance of COOP ITALIA invitation to participate to the Event happens implicitly through the insertion of the information requested for the participation to the Event.
4. EXECUTION OF THE EVENT
4.1 Invitation to Suppliers is the start of the Event. Each Event takes place in three phases.
4.2 Phase 1 :
Suppliers selected by Coop Italia:
a) Receive the invitation to participate to the specific Event;
b) They access the Portal and check and/or update their data (Suppliers Brief);
c) They enter the Enclosures area where they download and check the documents related to the Event
d) They enter the RFQ area (request for quotation) where they answer to the questions in accordance with what indicated in Par. 4.1, let. (iv) of the Terms of Participation;
4.3 They send product samples, when requested, according to the required timing.
4.4 Phase 2 :
Coop Italia, during the Event:
- Checks the inserted data and product samples received;
- Analyzes in depth with Suppliers the business offers received (negotiation);
- Reserves its right to request for additional information.
4.4 Business data and information received will be evaluated at the discretion of COOP ITALIA.
5. SUSPENSION AND/OR CANCELLATION OF THE EVENT
5.1 COOP ITALIA reserves its right, to its unquestionable discretion, to suspend and/or cancel the Event by means of a simple communication to Suppliers at their email address, without incurring in any liability.
5.2 COOP ITALIA reserves its right, to its unquestionable discretion, to eliminate from the Event Suppliers that should be responsible of, or which should be charged with, infringements of obligations as of Par. 6 and 7, without incurring in any liability towards the same Suppliers, reserving in such cases its right to compensation for any higher damage. Elimination of Suppliers from the participation to the Portal occurs with simple communication to their email address.
6. OBLIGATIONS AND GUARANTEES OF THE PARTIES
6.1 Suppliers accept COOP ITALIA’s faculty to subordinate the participation to the Event to the release of suitable economic-financial guarantees to support the reliability and irrevocability of the offered terms.
6.2 COOP ITALIA and Suppliers undertake to adopt all necessary technical precautions to protect the security of business data and information exchanged during the Event and to prevent unauthorised third parties to access to them.
7. OBLIGATIONS AND GUARANTEES OF SUPPLIERS
7.1 Each Supplier undertakes towards COOP ITALIA to keep the information inserted in the Portal unchanged starting from closure of Phase 1 (par. 4.2, letter d) throughout the period needed for the Event’s execution, and in any case, except if agreed otherwise between the Parties, for no longer than 1 year.
7.2 Suppliers undertake towards COOP ITALIA :
a) not to interfere with the proper execution of the Event by means of behaviours or practices that be anti-competition or violating laws, regulations or third parties’ rights;
b) to inform COOP ITALIA of any situation that could compromise the proper execution of the Event;
c) not to offer Goods of illicit or uncertain origin; counterfeit in violation of third parties’ rights and/or of local and international regulations protecting industrial and property; of any nature of which the sale should be forbidden by law or regulations;
d) to offer Goods manufactured/ delivered according to d.lgs. 81/08, respecting the environment and the regulations on such matter, providing, if necessary, the certifications in their possession.
8. AMENDMENTS TO THE REGULATION
8.1 Suppliers acknowledge and accept that COOP ITALIA is entitled to amend this Regulation at any time, by means of publishing a notice on the portal, by email sent to Suppliers.
8.2 Amendments to the Regulation will become effective on the date indicated in the notice, or in the communication as of the preceding paragraph, in any case with prior notice of at least 15 days, and it shall be deemed tacitly and unconditionally accepted by Suppliers if they continue to use their User ID and/or to participate to Events.
8.3 Suppliers are entitled to withdraw from the Terms of participation following notice or communication as of par. 8.1.