General Sales Conditions

1.- Validity and resolution

The present General Sales Conditions will be of application to all the offers realized by Amesa Suministros S.L. (hereinafter AMESA) that have been accepted by the Client and will prevail over the Client’s general conditions of purchase. The rights and obligations of the General Sales Conditions that by their own nature must subsist, will remain in force after the execution of an order. The clauses included herein shall be considered AMESA’s General Sales Conditions and the Client expressly accepts their incorporation as part of AMESA’s offer.

2.- Quotations, orders and deliveries

2.1 All offers made by AMESA are non-binding, which means that even after acceptance of the quotation by the Customer, AMESA is entitled to cancel the quotation within three weeks after acceptance, unless otherwise stipulated. 2.2 All specifications and indications regarding dimensions, capacities, performances and technical descriptions by AMESA are estimates and therefore non-binding, unless otherwise stipulated. 2.3 The Customer shall submit orders to AMESA in writing signed by persons with sufficient power of attorney. Each order shall contain the following: – express acceptance of AMESA’s offer and of these General Sales Conditions, by returning the offer duly signed. – reference of the producto object of the order, quantity, place of delivery, address and Tax number for invoicing, reference number of the order and reference number of the product appearing in the offer. Acceptance of the Customer’s orders shall only take effect upon receipt of the order by AMESA, within the period of validity of the offer and subject to the aforementioned requirements. 2.4 AMESA may make partial deliveries and invoice such deliveries separately. Such partial deliveries shall not release the Customer from its obligation to accept the remainder of the order. 2.5 All products shall be delivered Ex Works from the AMESA warehouse. 2.6 The risk of loss or damage of the Products shall pass to the Client at the time of delivery to the Client by AMESA, at the place indicated by the Client, and the Client shall have three days to claim for defects in the quantity or quality of the Products received, after which time the same shall be deemed to have been accepted by the Client. If within such period the Customer communicates to AMESA a significant defect in the Products received, AMESA may choose to repair or replace the Products or accept the return of the Products to AMESA. 2.7 The delivery dates indicated shall be estimates and not binding, and AMESA shall not be liable for any delay in delivery. 2.8 Returns and cancellations. Customer may return unwanted products within five days from the date of receipt of the material, upon payment of a fifteen (15%) percent restocking fee. No returns will be accepted after the five-day period has expired, unless otherwise stipulated. 2.9 AMESA shall not be liable for any costs that may be incurred by the customer arising from breakdown or malfunction of the equipment sold. In the case of special equipment or services, the Customer shall be responsible for all work in progress, although AMESA shall take appropriate measures to mitigate damages immediately upon receipt of written notice from the Customer.

3.- Payment

3.1 The terms of payment shall be as follows: one hundred percent – 100% – prior to delivery unless otherwise agreed. AMESA is authorized to defer its obligations, in case the Client has not fulfilled the payments of the due amounts. AMESA reserves the right to cancel the credit terms or payment facilities granted (if any) to the Client, in which case AMESA shall inform the Client as soon as possible and may delay or cancel the Client’s orders until such time as the amounts due are satisfied. 3.2 The Customer shall not be entitled on account of claims or complaints to defer its payments in whole or in part. 3.3 In the event of delay, the amounts due by the Customer shall accrue, without prior notice, interest from the due date thereof equal to the EURIBOR reference rate for one-year deposits published in the month prior to the due date by the Bank of Spain plus a margin of three percent (3%) per annum. 3.4 The Client undertakes to pay the cost of the services of third parties, including the fees of lawyers and solicitors (even if their intervention is not mandatory), contracted by AMESA to collect any overdue amount.

4.- Taxes

The prices and fees of the Products are understood to be free of VAT and any other similar taxes and/or taxes that may be applicable in the future. All costs and taxes related to the purchase of the Products shall be borne by the Customer without prejudice to the provisions of clause 2.5 above.

5.- Warranty

5.1 All AMESA products are guaranteed for six months from the date of delivery, for any possible manufacturing defect. 5.2 AMESA’s sole responsibility under this warranty shall be to repair or replace the equipment. In the event that such repair or replacement is not reasonable or feasible AMESA shall refund the purchase price/license fee. Unless otherwise agreed, the repair or replacement shall be carried out at AMESA’s premises, and the Customer shall bear the necessary transportation and insurance costs. In the event that AMESA determines that the equipment is not defective, it shall return it to the Customer at the Customer’s expense and shall be entitled to charge the Customer a fee for carrying out such checks. 5.3 Accordingly, AMESA assumes no additional warranties other than those contained herein, whether express or implied.

6.- Limitation of Liability

AMESA’s maximum liability to the Client for claims made under these General Sales Conditions shall be limited to the price of the materials and equipment invoiced to the Client for those products to which the claims are made, whether in contract or extra-contractual. AMESA shall not be liable for any consequential damages – whether pecuniary or non-pecuniary – in connection with or arising out of the General Sales Conditions – in particular including loss of profits, loss of use, loss of data, loss of orders or other commercial loss or economic advantage – whatever the cause of such damages, whether in contract, breach of these General Sales Conditions, including the warranty obligations arising therefrom or extra-contractual, even if the possibility of such damage has been previously notified.

7.- Force Majeure

Neither party shall be liable for the non-performance of these General Sales Conditions, if such non-performance is due to force majeure. In such a case the party affected by the force majeure shall immediately send a notice to the other party and make every effort to continue in the performance of its obligations. If the force majeure event lasts longer than three months, the other party may cancel orders submitted under these General Terms and Sales Conditions that have been confirmed but are still pending delivery without charge. This stipulation shall in no way affect the Customer’s obligation to make the corresponding payments under these General Sales Conditions.

8.- Notification

Any notice shall be in writing and sent by registered mail, return receipt requested, to the address of either party. Such notice shall be effective upon receipt by the other party.

9.- Entire Agreement

These General Sales Conditions constitute the entire agreement between the parties relating to the Products and supersede any prior or contemporaneous written or oral communications, proposals and warranties and representations relating to the subject matter hereof and shall prevail over any conflicting or additional provisions of any quotation, order confirmation or similar communication between the parties made during the term of these General sales Conditions. Any modification shall be made in writing and signed by a duly authorized representative of each of the parties.

10.- Partial nullity

The nullity of any of the General Conditions included herein declared by a competent court or tribunal shall not imply the nullity or affect the validity and enforceability of the remaining valid General Cconditions.

11.- Applicable Law and Jurisdiction

These General Sales Conditions shall be governed by Spanish law. The parties expressly waive the jurisdiction that may correspond to them and submit to the Courts and Tribunals of the city of Valencia to settle any difference that may arise from these General Sales Conditions.