GENERAL TERMS AND CONDITIONS OF THE CONTRACT

Payment of the goods:the Buyer shall pay an advance payment consisting of % of the total price of the order established in the particular conditions of the order (“PC”), during the 5 days following the signing of the order form. If the Buyer does not pay the advance payment within the aforementioned period, the order shall be cancelled. The Seller shall issue as many invoices as payment dates agreed, and they shall be payable according to the deadlines agreed in the PC. Delay in payment of invoices shall accrue interest on late payment of 5% per month in favour of the Seller.

Manufacturing tolerance: the Buyer shall tolerate an inaccuracy of up to +/- 10% of the quantity of goods stated on the order form, whereby the total quantity of goods to be delivered may be lower or higher than the quantity of goods stated in the order, up to a limit of 10%. The final price shall be calculated considering the number of goods actually delivered.

Making available: the goods shall be made available to the Buyer at the agreed delivery address and/or in accordance with the agreed INCOTERM. If no delivery address has been agreed or if for any reason not attributable to the seller it is not possible to deliver to the agreed delivery address, the goods shall be made available to the buyer at the Seller’s warehouse, without prejudice to the right of retention referred to below. In accordance with DA 13 of Law 16/1987 of July 30, 1987, on Land Transportation, drivers of vehicles transporting goods with a maximum authorized mass of more than 7.5 tons may not participate in the loading or unloading of goods or their supports, containers, or crates, unless the vehicle is tilting or is equipped with a crane or other devices designed to perform loading and unloading operations; therefore, these tasks must be performed by the buyer’s personnel, without entitlement to any discount.

Delay:in the event of delay in the delivery of the goods, after the third full week of delay, the Buyer shall be entitled to a compensation of 0.2% of the price of the goods to be delivered per each additional week of delay, subject to a limit of 5%. Only if the 5% limit is reached without delivery having taken place, may the Buyer terminate the contract. In the event of termination, the damages to which the buyer is entitled in accordance with the applicable law shall be limited to the amount of the price of the undelivered goods.

Right of retention: in the event of default by the Buyer of any payment obligations and/or failure to receive deliveries of goods, the Seller shall be entitled to suspend deliveries of all PCs subscribed by the Buyer that are pending, and to retain the goods. This right of retention shall be constituted automatically as soon as the Buyer is in default, without the need for any injunction; and it shall extend to all outstanding goods (of any PC), regardless of their value. The right of retention shall remain in force until the full payment of the outstanding amounts (including the price of the goods, the increased storage costs, interest on late payment and other amounts), and in no case may it be construed as a cancellation of the affected PCs.

Disconformities: the purchaser must make known his disagreement with the quality or quantity of the goods delivered with a certified communication within 4 days of receipt, or in the case of internal defects, within 10 days. In the event that a non-conformity is not disclosed within the agreed period, the buyer shall be deemed to have accepted the goods delivered in the condition and quantity received, to his satisfaction. If a non-conformity is notified within the agreed period, the seller shall have the right to examine all the goods; and if the non-conformity is confirmed, the seller may choose to replace or repair the goods, at no additional cost to the buyer, and within a reasonable period. If the seller complies, the buyer must accept the goods, without prejudice to the application of the delay clause. If the seller fails to perform, the damages to which the buyer is entitled under the applicable law shall be limited to the amount of the price of the undelivered goods.

Storage costs:if no delivery address has been agreed or if for any reason not attributable to the seller it is not possible to deliver the goods to the agreed delivery address, the seller shall store the goods at his premises, and the buyer shall pay the storage costs incurred until final delivery, unless otherwise agreed in the PC (and without prejudice to the right of retention). The cost shall be €16.00 per pallet (1.2m x 0.8m x 1.50m) per month, and shall be payable within 5 days of the date of issue of each invoice. The goods shall be held in custody for a maximum period of 6 months from the expiry of the free period agreed in the PC. In the event of late payment of a storage invoice, or after 6 months from the expiry of the free period agreed in the PC, the seller may choose between keeping custody of the goods, at the established price; or recycling the goods, including selling them to a third party; or destroying the goods and charging the buyer for the costs of such destruction; without this in any case affecting the buyer’s obligation to pay for the goods.

Deadlines: all deadlines set out in these general terms and conditions are calendar days.

Applicable law: this contract shall be governed by Spanish law.

Jurisdiction: in the event that the Buyer is domiciled outside Spain, the parties agree to submit any dispute related to this sale and purchase to the Courts and Tribunals of the city of Barcelona (Spain), exclusively.