These General Conditions of Sale are applicable to the contractual relations regarding Products, Systems or Services among Luce 5 and its Clients. The Conditions, together with the Commercial Offer, its acceptance and the order, represent all the agreement between Luce5 and the Client regarding a specific Supply, and substitute in this respect every possible different communication and/or oral or written understanding between Luce 5 and the Client. Luce 5 has disclosed the Conditions as follows: 1. Making them available for consultation or with a copy in every branch and by every authorized representative; and/or 2. Publishing them on Luce 5’s website: www.luce5.it; and/or 3. Attaching them to the offer. The meaning of the capitalized terms in the “Conditions” is that attributed to them in article 1 “Definitions” of the Conditions.
Luce 5: Luce 5 S.r.l. and his possible successors and/or assigns. Client/s: the person requesting and/or receiving an Offer or sending an Order to LUCE5 and, if provided by law, his possible successors and/or assigns. Conditions: these Contractual General Conditions. Contract: all the provisions of the Conditions, of the Offer and of the Order. Supply: the overall subject of the Offer. Business Group: all the companies controlled directly or indirectly by a Party and the companies under common control with the Party itself. Commercial Offer: the document Luce5 submits to the Client so to verify if he wants to place the order. Order: the document (together with its attachments) signed by the Client and sent for Luce 5’s acceptance to require Luce 5 the supply of Products, Systems or Services. The integrations to the Order, that have been accepted by Luce 5 also after the execution of the contract, fall within the definition of Order. Parties: the Client and/or Luce 5. Parties: the Client and Luce 5. Price: the amount indicated in the Commercial Offer. Product/s: the good/s specified in the Commercial Offer. Service: the service indicated in the Commercial Offer: System/s: the system/s indicated in the Commercial Offer.
Unless specifically agreed, the Client agrees that every order relating to the Conditions, as well as the relevant Commercial Offer by Luce 5 regarding Products, Systems or Services, is a separate contract, legally independent from the others. Any time the Client places an order, subject of a previous offer by Luce 5, the relevant Supply shall be under the additional contractual conditions for Products, Systems and/or Services that are indicated on the Order and on its Confirmation, that are an integral part of the Contract itself. In the event of any inconsistencies among the provisions of the different contractual documents, those in the commercial offer and in the Conditions prevail over those in the Order, and those in the Commercial Offer prevail over those in the Conditions. Possible general sales conditions of the Client that have not been expressly consented in writing by Luce 5, even if they are in the Order and/or on the back of the Order, shall not be in any case applicable. Luce 5’s Offer is valid only if it has been sent in writing and for the period indicated in the Offer. No Luce 5’s agent or intermediary is entitled to accept orders on behalf of Luce 5 itself. The Contract is executed among the parties when Luce 5 after the Commercial Offer is sent, shall receive the written acceptance of the Offer itself from the Client. The Client, as soon as he shall receive Luce 5’s Commercial Offer, shall have to check all the data therein contained. The materials and services that aren’t expressly described in the Commercial Offer shall be separately invoiced.
3.1. All the information exchanged between the parties shall be considered not confidential. If the Parties wish to communicate, receive, exchange confidential information, the same Parties commit to stipulate and sign a specific confidentiality agreement. 3.2. Each Party may communicate with another by electronic means and this communication is comparable to a written document, with full legal and contractual validity among the Parties, except as required by mandatory laws. The identifying code on the electronic document, even if is different from the digital signature, shall be enough to identify the sender and the authenticity of the document. In particular, the Parties agree specifically that the Order sent through electronic means shall be considered by the Parties equivalent to the paper version, with the same compulsory and binding character, except as required by mandatory laws. 3.3 The Parties commit not to take legal actions, judicial or extrajudicial, to protect their rights, after more than 2 years from the event that legitimizes the legal action. 3.4. The assignment or transfer of the Contract in Luce 5’s Business Group does not require the Client’s approval. 3.5. The Client commits to buy the Products, Systems and Services for his own use or of his Business Group and not to sell them again, leasing or transfer to third parties. The Client commits therefore not to sell again any Product, System and/or Services without Luce 5’s prior authorization. The infringement of the provisions indicated in this point 3.5 makes the resale ineffective. The provision indicated in point 3.5 is not applied if a lease-back operation is done to finance the Products or Systems. 3.6 The Client consents Luce 5 to install in the Products/Systems the technical changes Luce 5 considers mandatory (for example for safety reasons), at Luce 5’s care and expenses. The removed parts become the property of Luce 5; in this regard, the Client ensures to have the proper authorization, from the owner or the holder of other rights, to assign Luce 5 the ownership and possession of the removed parts. 3.7. The Client takes the responsibility of the results obtained by using the Products, Systems or Services. 3.8. In the event that any provision of the Conditions and/or Order is declared invalid or ineffective, the other provisions shall remain in full force and effect.
Unless otherwise agreed in writing, the price refers to the delivery of the supply ex-factory and does not include: the packaging, VAT, duties, insurances and, generally speaking, tax or financial expenses connected to the sale and export. The agreed prices do not bind Luce 5 in case of changes of quantity and kind of products to be supplied and, besides, shall be updated in case of extensions of the delivery terms for the reasons provided for in article 8 (“delivery terms”) of the Conditions.
The payment of the price must be always done by bank transfer to the bank account indicated by Luce 5, according to the contractual terms or, unless otherwise agreed, within 30 days (thirty) from invoice date. The remittance to Luce 5 is always at the Client’s risk, whatever is the employed means. The possible agreement or the receiving of a payment through bill or credit instruments by Luce 5, that is meant to be done only as mere facilitation, entitles Luce 5 to obtain the refund of interests, expenses and their commissions, and is subject to their positive ending and does not move the site of the payment that stays as planned above. In case of late payment, the Client shall pay Luce 5, without the need of notice of default, the default interests to the extent determined by art. 5 of D. Lgs. 231/2002, save for any possible greater damage. When the Supply allows it, Luce 5 may carry out divided deliveries: in this case, each delivery shall be separately invoiced, according to contractual terms of payment. Any objection from the Client, also for delivery delays or for not complete Supply of not essential parts, does not entitle the Client to suspend or delay the payment. Unless otherwise agreed between the Parties, the invoicing for the Products or Systems shall be done completely on the delivery. If the Client specifically requests it, the material supplied for the labor may be invoiced at the same time as their executions and billing. In case of provision of labor or activities on-site at closure, Luce 5 shall issue the relative invoice on the occasion of receiving the report of worked hours.
Luce 5 shall be entitled to suspend the deliveries if the Client shall not make also only one payment on the due date, or fails to fulfil an agreement or generally other obligations towards Luce 5. Luce 5 shall be also entitled to suspend the deliveries after the Contract is concluded if the Client’s economic conditions are substantially modified, as in the case of one or more protests, enforcement proceedings, taking out a pledge and/or mortgage, the demand of receivership, arrangement with creditors, cessation of activity.
Except for the binding limits of the law, Luce 5’s responsibility towards the Client, for direct damages in terms of contract, or of any other kind, and for any other existing form of reimbursement and/or by way of compensation provided for by the law and/or by these Conditions and/or by the Contract, cannot in any case generally exceed the 10% of the Price. Except for the binding limits of the law, Luce 5 shall not be required to indemnify the Client for the loss of profits and/or the possible consequential damages and/or indirect. Particularly including but not limited to, Luce 5 shall not be required to indemnify the damages for loss of turnover, loss of profit, loss of contract, the damages resulting from the lacking of the functionality of the realized work. In any case, Luce 5 shall not indemnify the Client for any damages, in any capacity, that the Client is called upon to pay to a third party. In case of dispute arising from the interpretation, the provisions in this article have to be considered prevalent in relation to any other provision, possibly contrary, in the Conditions and/or in the Contract.
The terms of delivery begin on the date of the last following events:-the moment of the agreement between the Parties regarding the conditions of the Supply;-the takings from Luce 5 of the deposit of the Order, if required;-the receiving from Luce 5 of technical data of the Client or of a Third Party indicated by the Client or the approval of Luce 5’s executive drawings and sketches from the Client, if required;-the receiving from Luce 5 of the materials that if necessary have to be supplied by the Client or by a Third Party appointed by him;-the obtaining from the Client of the authorization to import the material or to do the payments, where applicable. For the calculation of delivery times, we consider 5 (five) working days per week and midweek holidays are excluded. The indicated term of delivery shall automatically be postponed in case of force majeure events, for a period of time equivalent to the continuation of the event itself. Therefore, Luce 5 shall not be responsible, in any case, and for any reason, for whichever damage, direct or indirect, caused by deliveries of materials after the indicated term; the Client anyways accepts to receive the ordered goods also after this term. The term of delivery is also postponed if the Client does not fulfil on-time Contract Obligations, and particularly: -if the payments are not made punctually; -if the Client does not supply, before or during the manufacturing, the necessary dates at the right time; -if the Client requires some modification during the execution of the order; -if the Client delays the delivery of goods before or during the manufacturing. If for any reason the delivery has not been done, for an event that is separated from Luce 5, the delivery shall be considered to have taken place with the simple notice of finished Supply. For delivery date, the Parties mean the issue date from Luce 5 of the notice that goods are ready or delivery to the Client or to the carrier or forwarder that has been indicated by the Client on the order, or the signal that the good is ready for the test.
Unless otherwise stated in writing, Luce 5 supplies the Products and/or Systems are ex works, by their delivery to the Client or to a third appointed by him in good time. Otherwise, the Client authorizes Luce 5 to choose and appoint a carrier or a forwarder for the delivery, on his behalf, relieving it of the responsibility for this choice. The Products and/or Systems always travel at the Client’s expenses and are not insured from the risks of transportation, unless the Client has requested it in writing, in the Order where is written that the Client shall pay the relative costs. If the Products and/or Systems are not picked-up from the Client, Luce 5 shall charge the Client of the 1% (one per cent) of the invoice’s amount, every month for storage costs (in addition to the amount provided for the penalty payment). The storage shall be done at the Client’s risk. The Client has to double-check the Products and/or Systems and to report possible shortage, before accepting the delivering from the forwarder and so before signing the shipping document for receipt. Possible faults or damages, that are not recognizable at the moment of the delivery, shall have to be communicated to the carrier with a registered letter, and in copy to Luce 5, within eight days from receiving the Products and/or Systems. Otherwise, the Client loses relative rights. Neither Products/Systems nor packaging can be returned, unless prior written consent from Luce 5. Even in that case, these travel at the sole risk and expenses of the Client. The exclusion of the packing, for goods where it is usually used, or the use of a special packing, shall be requested explicitly by the Client at the time the order is placed. Luce 5 shall realize the packaging according to rules, being explicitly exonerated from any liability as for possible breakdown and/or damages caused by the packing that, for unknown, unpredictable and fortuitous reasons, the good can suffer or produce during the transport. The goods are always carried under Client responsibility, even in the case of restitution. The Client has to communicate to Luce 5 the necessary instructions for the shipment and any other relevant performance if the contract establishes that Luce 5 has to provide for it; otherwise, Luce 5 can provide for the delivery to the Client’s expenses, always without any liability of its own.
Any penalties for the delay have to be clearly established in the Order confirmation and countersigned by Luce 5. If Luce 5, in case of delay in the fulfilment, has to pay a penalty, pursuant to article 1382 of Italian Civil Code, this amount has to be considered the only possible remedy, excluding explicitly the refundability of any further damage. The penalty cannot be applied if the delay in fulfilling is due to force majeure event or to an event cannot be attributed to Luce 5’s direct responsibility. The date from which the Clients wants the penalty to take effect shall have to be communicated to Luce 5 with registered letter and cannot be retroactive in relation to the date of the letter arrival. The penalty is anyway not due when is not requested within 10 (ten) days after the receiving of the delayed supply. The Client expressly waives the compensation of the amounts due as penalty with other amounts established by the contract.
The Client buys the property of the Supply, taking the relevant risks, from the delivery to the Client himself or to the carrier, also if the Supply is carriage paid or if the assembly is included, or if the transport is by Luce 5. If the delivery is delayed or made impossible for reasons that are not attributable to Luce 5, the material shall be deposited to the Client’s expenses, risk and responsibility.
Luce 5 shall not be responsible for any breach of contractual obligation or for delay in its fulfilment in case of: earthquake, fire, flood, pandemic, invasion, insurrection, revolt, order of military or civil authority, alarm state, mobilization, blockage, war (also in States not directly involved in the Supply), strike, union action, occupation of establishments, lockout, embargo, interruption of any kind of transportation of goods, and any circumstances out of Luce 5’s control, even if not explicitly listed here. The delivery deadline is suspended for the period during which one of the above-mentioned causes delays the contract performance.
The Client acknowledges having been informed about safety regulation regarding the use of Products. Unless there are different particular provisions, to be agreed in writing, the machines, the equipment and the materials are in compliance with CEI standards (Italian Electrotechnical Committee), with IEC and/or specific technical standards and/or to UE directives. The weights, dimensions and pictures of the Products, that are meant to be indicated for information purpose, correspond essentially to the technical characteristics on Luce 5’s datasheet; if the price of a Supply is agreed with the explicit reference to the weight, the allowances set forth shall be applied. Luce 5 reserves the right, at any time, to make no substantial changes to its Products or Systems if it deems them convenient, informing the Client only if these are connected to the installation. If the Client proposes some technical changes to what provided for by Luce 5 in its offer or to the presented drawings, so that these modifications are applied necessarily, there has to be a written agreement among the Parties both on the changes themselves and on the variations these can cause to the Prices and on the terms of delivery decided before. The submission of the proposal of changes does not suspend the effectiveness of the contractual provisions.
It’s capability and responsibility of the Client to communicate, in good time, its will to assist, to its expenses, to the routine tests of the materials in Luce 5’s workshop. In this case, the Client shall be informed, with adequate notice, about the dates of the tests: if the Client shall not be present on the due date, the tests shall be done anyway and he shall be informed about their results. If the Client asks for additional unforeseen tests, and Luce 5 agrees, these shall be paid by the Client. No later than 30 (thirty) days from the possible installation by Luce 5, the Client, if so agreed, can ask the tests to be done at his place or where these have been installed, to verify their correct functioning. In this case, all the relevant expenses, including the business trips, the labour, the trips of the people in charge for the tests shall be at the Client expenses; the tests shall be done at the Client’s own risk and it shall only be responsible for making completely safe the place of work also in accordance with the following article 26. Once the test has been done positively, or if the above-mentioned period has passed without the Client asking for a test the Supply is considered definitively accepted by the Client. If during the test the goods are not in conformity with the Contract, the opportunity must immediately be given to Luce 5 for eliminating the inadequacy as soon as possible. The repairing of such defects represents the one and only remedy by which Luce 5 is bounded, excluding any other form of compensation or termination of the Contract.
Unless otherwise agreed, the assembly of the equipment and components and, more generally, of the Supply shall be done at the Client’s expenses. At the Client’s request, the assembly can be requested to be done by Luce 5, with the rates that shall be communicated on application. The Client shall have to prepare promptly all the works and make all the necessary connections, and provide everything is needed, including the operations for securing the places where the assembly shall take place.
Luce 5 provides a warranty for defects of the Supply as required by law. Once the period has expired, the warranty ceases even if the equipment has not been installed for some reason. In case of defects, provided that these do not depend from: assembly mistakes caused by the Client or a third party, bad use of materials, lacking of or bad maintenance, natural wear, malfunctions caused by inexperience or negligence of the buyer or by the transport, bad preservation of materials, Client’s failure to immediately adopt the right measures to limit possible malfunctions, overloads in relation to the contractual limits, unauthorized interventions, tampering done or commissioned by the Client, unforeseeable circumstances or force majeure, Luce 5, during the warranty period, shall repair or substitute, for free, as soon as possible, the damaged parts at its premises. If the reparation must not be done in Luce 5’s premises, unless otherwise agreed, all the additional expenses or relevant shall be at the Client’s expenses. The reparation or replacement shall be done on the condition that the Client meets at that moment its own obligations. The Client shall not be entitled to suspend fulfilment of its own obligations in all cases in which it invokes this warranty. The deadline for the reparation or replacement of the damaged Supply shall be agreed between Luce 5 and the Client. The shipment of any Supply maintained to be defective by the Client to Luce 5 and then from Luce 5 to the Client shall be done under the Client’s responsibility and the latter shall arrange for adequate insurance coverage to this end. The repaired or replaced Supply shall be delivered at the Client’s risk and expenses. Any complaint relating to a specific shipment shall have no effect on the rest of the Supply. The parts of the Supply that have been replaced by Luce 5 shall become the property of Luce 5. The warranty period is of 12 months from the delivery date of the Supply even if this, for any other reason, it has not been put in service. Any claims concerning the Supply, machinery, equipment or components not corresponding to what specified in the contract have to be communicated in writing, within the maximum limit of eight days from the delivery, under penalty of forfeiture. In the case of hidden defects, the above-mentioned terms become effective since their discovery. After the expiry of the warranty, complaints shall not be admissible, either for hidden defects. If the complaint is prompt and founded, Luce 5’s obligation shall be limited to replace the goods, not in compliance or to do non-compliant services, excluding any right of the Client to ask for the termination of the Contract and/or the compensation of damages. Regarding the supply of spare parts, Luce 5 reserves itself the possibility to supply material of the original or equivalent supplier.
Pursuant to article 1456 of Italian Civil Code, Luce 5 can terminate the Contract in case of the following breaches: - failed payment by the Client according to the agreed terms about Price and/or relevant modifications of it under article 4 of the Conditions; - failure of compliance with article 24 named “Business Ethics”; failure of compliance by the Client with article 26 name “Activities at the Client premises – safety provision in workplace” and provisions about workers’ health, safety and workplace hygiene and protection of the environment, with specific reference, but not limited to, D. Lgs n. 81/2008 and its following amendments; - failure of compliance with limitation and provisions provided for in article 20 named “Export Control”; failure of compliance with provisions provided for in article 19 named “Intellectual Property”. Luce 5 shall give written notice of its intention to take advantage of the termination clause thereof. The termination shall be effective from the date of receiving of its relevant notice.
Each Party, before taking action for the Contract termination has to give written notice for the fulfilment, giving the other Party a time limit of not less than if 30 days, pursuant to Article 1454 of Italian Civil Code. Any way the Client cannot terminate the Contract if Luce 5, during the above- mentioned time limit, has started to fulfil.
Luce 5 does not intend to grant and does not grant the right to use its (or those of its business group) brands, commercial names or other commercial registered names in any kind of publication, including the promotional ones unless it has been previously authorized in writing by the Client. All the data, information, documents, as well as the intellectual property rights, both registered or not (hereinafter jointly referred to as “the Documents”), transmitted in any form, remain Luce 5’s exclusive property and are supplied to the Client for the sole purpose of performing the Contract. The Client commits not to use the Documents received for different reasons from those provided for in this Contract, nor to communicate to a third party, reproduce or license the received Documents without previous written authorization from Luce 5. The Client commits to return to Luce 5 all the Documents received and any copy upon the simple request of Luce 5 whenever these Documents are no more necessary for the Contract fulfilment and/or for using the Supply unless differently agreed between the Parties. In case the Client wants to use the provided Documents and the relevant Supply to incorporate these in other goods/documents, the Client takes on the obligation to verify that in their use the industrial property rights of third parties are not infringed and undertakes at his sole liability any possible charge deriving from violations, holding Luce 5 harmless. Anyway, in the event that the Contract is performed by Luce 5 on specific Client’s technical documentation, Luce 5 does not take any responsibility for any violation of industrial property rights of thirds parties and the Client commits to hold Luce 5 harmless. Luce 5 shall use the Client’s brands, commercial names etc. only for marketing reasons.
The Client shall observe all applicable laws on product and technologies export. In no case, the Client shall sell or deliver Luce 5’s goods in countries where Luce 5 does not sell or deliver. Luce 5 reserves the right to reconsider the offer and/or withdraw the offers and/or refuse the existing Orders, as well as terminate the relevant Contracts: -if it does not receive end-use statement with the Order or previously to it, or – if it does not receive the statement of no military and nuclear end-use, or – if the end-use is not sure. The supply of goods imported and/or to be exported, if the Client is not Italian, is subject to obtaining the necessary authorizations from relevant government authorities.
All disputes arising out of or in connection with this agreement shall be settled in accordance with the Italian law with the exclusive jurisdiction of the Court of Arezzo. This agreement shall be governed by the law of Italy with the expressive exclusion of its conflict rules of private international law. The application of the 1980 Vienna Convention on the sale of goods is expressively excluded.
Apart from law cases, Luce 5 shall be entitled to withdraw from the Contract in the following cases: - change in property or its shareholders; - effect of thirty days from the force majeure or fortuitous events as set forth in article 12 named “Fortuitous Event or Force Majeure”. In case of withdrawal, as well as contract termination, the Client is required to return Luce 5 the projects, relevant drawings and technical documents of its own, without the right to indemnity or compensation of any kind. Luce 5 shall give written notice about its will to terminate the contract. The withdrawal shall have effect from the date of receiving of the communication.
Luce 5 acknowledges that, pursuant to and for the purpose of GDPR 2016/679, the data provided by the Client shall be processed only for the pursuit of contractual purposes and to comply with the relative necessary legal, fiscal and administrative obligations. The information shall be treated both with computer and manual records and in any case shall be kept in a secure environment. These data and information could be communicated to third parties, operating also abroad, solely for the purposes indicated above. These data and information shall not be shared with others. According to above-mentioned law, Luce 5 acknowledges that these rights under GDPR 2016/679 can be exercised by the Client at Luce 5 premises. Pursuant to the mentioned art. 7, the Client is entitled to obtain the confirmation whether his personal data exist or not, even if these have not yet been registered, and receive an intelligible communication of these data. The Client is also entitled to know the source of the personal data, of the purposes and methods of its processing, of the logic applied when the data is processed with the use of electronic instruments, as well as of the identification details of the owner, of the parties or categories of parties to which the personal data can be transferred. The Client is finally entitled to update, rectify or, when interested, complete such details, as well as the cancellation, transformation into anonymous data or the blocking of data processed in violation of the law, including those that don’t need to be stored for the purpose for which the data was collected or subsequently processed; the certification that the aforementioned operations have been notified (also as far as their contents are concerned) to the parties to whom the data were communicated or diffused.
The activities of installation, start-up, maintenance and reparation can be done also by Luce 5’s staff or by personnel specially trained and authorized by Luce 5 in compliance with all safety rules. In the event that Luce 5 is not in charge of the work of installation, start-up, maintenance and reparation, Luce 5 cannot in any way guarantee the proper functioning of Products/Systems supplied by Luce 5.
In case of activities at Client’s place, the Client has to guarantee to Luce 5: - the securing of the system at Client’s place and /or of the Client’s place where Luce 5 has to perform the activity; - free access, enough room and, generally speaking, everything is needed and possible so that Luce 5 can fulfil its obligation and, particularly, the supply of electricity and the availability of means to use the necessary devices to perform the activities at the Client’s place. The Client has also to communicate previously to Luce 5 all the risks in working places and take and guarantee all the relevant and necessary steps to prevent and protect and the contingency plan, so that Luce 5’s staff is not exposed to mentioned risks and dangers and that health and safety at the workplace are correctly preserved. The Client shall also communicate previously and in writing to Luce 5 who is its Safety Representative for the activities that have to be performed and to whom Luce 5’s staff has to introduce before the beginning of the intervention. In the Parties’ mutual interest is compulsory, in order to guarantee the conditions of safety at workplace, that before the beginning of works the Client shall provide to Luce 5’s staff all the information, attributable to the Client, about safety work conditions in the areas and plants where it has to work. Luce 5’S staff is entitled to refuse to begin the activities until he shall not be informed about real safety conditions. In any case, shall be the Client responsibility to prevent the access of Luce 5’s staff to the site and the relevant plants before all the necessary operations to guarantee the safety in the plant or in the area of the plant involved by the intervention are performed. The intervention shall be performed with the assistance of specialized personnel and using all the protection devices, also special, to guarantee health and safety. In case of accident or injury to Luce 5’s personnel, the Client commits to guarantee to Luce 5’s representative free access to the place of the accident to verify the real causes.
The Client has to inform Luce 5, not later than when the Contract is finalized, about the application to the Contract itself of the traceability requirement according to law 136/2010 and following modifications and implementations. In this case the Client, not later than when the Contract is finalized, has to communicate Luce 5 the identification bidding code (CIG) and, where required, the unique project code (CUP). Always in this hypothesis, any financial transaction regarding the activities of the Contract: i) has to be made only by bank or postal transfer, or by Ri. Ba. (Electronic Bank Order); ii) has to state the relevant CIG code and, where required, the relevant CUP. The Client is aware that, if there is not this information within the above-mentioned maximum term, Luce 5 could not fulfil the obligations as per law 136/2010, both towards the Client and the subcontractors/supplier Luce 5 should use to perform the activities of the Contract with the Client. The Client shall be the only responsible for any prejudicial consequences that should come from the lack of information mentioned above and shall indemnify and hold harmless Luce 5 for any damage or detrimental consequence.