Terms and condition of sales

Article I.- General

1. Unless otherwise agreed in writing, all offers and deliveries made by Automatismos Girona, S.L.U. (hereinafter, the “Contractor”) to third parties (hereinafter, the “Client”) are subject to the following terms and conditions (hereinafter, the “Conditions”).

2. These Conditions shall also apply to additional work and modifications.

3. If one or more provisions of these Conditions should at any time be wholly or partially void or voided, the remaining provisions of these Conditions will continue to apply in full.

4. If any uncertainty exists regarding the interpretation of one or more provisions of these Conditions, then they shall be interpreted 'in the spirit' of these Conditions.

5. Except for those terms and conditions specifically regulated in the agreed contract offer or purchase order, these Conditions shall (i) override any general terms or conditions stipulated, incorporated or referred to by the Client at any stage, and (ii) apply preferentially over the Client’s general terms and conditions (in the event that the latter exist).

6. Every contract, offer or purchase order is between the Client and the Contractor and is not assignable by any of the parties without the consent in writing of the other party.

Article II.- Offer

1. Each offer or purchase order issued by the Contractor is without obligation until formally accepted by both parties. The relevant offer shall be valid for a maximum two (2) month period as from its issuance, unless otherwise agreed.

2. All offers are based on the assumption that all works and services will be executed under normal circumstances and during normal working hours.

Article III.- Agreement

1. The agreement, offer or purchase order issued by the Contractor shall come into force on the day of acceptance by the Client. Contracts executed by the personnel of the Contractor will only valid after written confirmation by an authorized person who can bind the Contractor for this purpose.

2. The Contractor shall endeavor to perform the agreement, which involves an obligation of means (obligación de medios), to the best of his knowledge and ability.

3. The Contractor may charge separately for additional work (i.e. out of the scope of the relevant contract or order confirmation) done by the Contractor, as soon as the amount to be charged for this additional work is known by the Contractor.

Article IV.- Information

1. The Contractor shall provide its services within the limits of the information provided by the Client. The Client undertakes to provide all necessary and relevant information to the Contractor in a timely manner.

2. The Contractor will not be liable for the content, accuracy and completeness of the information provided to it by the Client.

Article V.- Price and payment conditions

1. Prices are, unless otherwise agreed in writing, set in euros (€) and are exclusive of VAT or any other tax payable on the supply of goods or services.

2. The Contractor shall be entitled to invoice the Client following practical completion of the services, or at any other time agreed with the Client.

3. Invoices shall be paid no later than 60 calendar days following the date on which they are issued.

4. Any complaints regarding invoices must be made in writing, within 14 calendar days as of the invoice date. Complaints addressed to the Contractor after the expiry of this period shall be inadmissible.

5. If the parties have agreed that the Client shall provide any kind of guarantee or other security to guarantee its payment obligations under the agreed offer, and the Client is unable to provide this guarantee or security on time, the Contractor shall be entitled to terminate the contract immediately and without prior notice of default or judicial intervention. The Contractor shall not be liable to pay any compensation to the Client for such early termination.

6. In the event of non-payment by the Client, delay interest at the rate of one percent (1%) per month shall be payable from the due date and without notice of default, without prejudice to the other rights of the Contractor by reason of breach of contract and by virtue of these Conditions.

Article VI.- Drawings, calculations, descriptions, models, etc.

1. Data mentioned in catalogs, illustrations, drawings, measures and weights etc. are not binding, unless otherwise stated in the agreed contract or offer.

Article VII.- Intellectual and industrial property rights

1. The copyright and all other intellectual or industrial property rights to all drawings, software, programs, calculations, descriptions, models, tool programs, analyses, designs, documentation, reports, quotations, as well as preparatory materials thereof, made or provided by the Contractor, are vested exclusively in favour of the Contractor or its licensors, even if any costs have been charged for them. The Client will only obtain a non-exclusive and non-transferable right of use and powers expressly granted to it. The Client will not reproduce the software or other materials or make copies thereof, except for permitted back-up purposes.

Article VIII.- Delivery of the goods and execution of the works

1. The delivery and/or execution period shall be expressly specified in the contract signed by the Contractor and the Client or in an order confirmation signed by the Contractor.

2. Deliveries shall be made according to Incoterms applicable on the date of offer: EX WORKS (ex-factory) if any mode of transport and CIF if waterway transport. Any packaging shall be arranged in the best and cheapest way possible and shall be charged separately at cost price.

3. The delivery or execution periods given by the Contractor are always without obligation, but the Contractor shall make best efforts to fulfil them as accurately as possible.

4. Exceeding the delivery or execution period will never entitle the Client to damages, fines, termination of the agreement or other sanctions or compensation on account of the non-fulfilment of its obligations, except in the case of wilful misconduct (dolo) or gross negligence on the part of the Contractor.

5. The commissioning of the goods, even partially, will constitute their acceptance by the Client, even if a planned acceptance test or a formal delivery of the goods were not carried out.

6. If and insofar as the Contractor makes supplies (e.g. equipment, software and/or services) from third parties available to the Client, the conditions of those third parties will apply to their supply. Those terms and conditions will be communicated to the Client by the Contractor. The Client accepts the terms and conditions of those third parties.

Article IX.- Inspection, assembly and acceptance test

1. The Client shall inspect the product at the latest within 14 calendar days after delivery or - if assembly/installation has been agreed - at the latest within 14 calendar days after assembly/installation. If this period has lapsed without a written and specified notification of well-founded complaints or if the product is put into use for commercial production at an earlier stage, the product is deemed to have been accepted.

2. In the event that an acceptance test has been agreed or if assembly or installation has been agreed, the Client will, after delivery or after assembly or installation of the goods, give the Contractor the opportunity to carry out the necessary tests as well as to make such improvements and changes as the Contractor deems necessary. The acceptance test will be held in the presence of the Client immediately after the Contractor's request. In the event that the acceptance test is carried out without a justified complaint or in the event that the Client fails to meet the aforementioned obligations, the goods will be deemed to have been accepted.

3. Without prejudice to the obligation of the Contractor to fulfil his obligations of guarantee for the products supplied and services rendered in accordance with these Conditions, the acceptance according to the provisions on inspection and acceptance tests shall exclude any claim by the Client for any breach of the Contractor's performance under the contract.

4. If the parties have agreed on assembly or installation of the goods, the Client shall be responsible for the correct and timely execution of all fittings, provisions and/or conditions necessary for the assembly and installation of the goods.

5. Without prejudice to the provisions of paragraph 1 and if assembly or installation of the goods has been agreed, the Client will in any case ensure during the term of the contract at its own expense and risk that: a) suitable accommodation and/or all facilities required by law or by the agreed contract or which are customary are available for the Contractor's personnel; and b) all legal and necessary safe and health measures have been taken and are maintained.

6. Damage and costs resulting from failure to comply with the foregoing obligations, or failure to comply on time with the conditions set out in this Article, shall be borne by the Client.

Article X.- Upgrading in the context of software delivery and computer technology

1. Upgrading software versions can have undesirable side effects for which the Contractor can under no circumstances be held liable. For example, certain bugs that did not occur or cause no problems in the older version may suddenly appear due to such updates. Solving these problems is only accepted as a management task. In addition, to eliminate such problems, it is permitted that certain program restrictions or program detours are introduced.

Article XI.- Transfer of risk and ownership

1. At the time of delivery of the products or the most important parts thereof, the Client shall bear the risk for all direct and indirect damages that may be caused to or by these products or parts. Even in the case of carriage-paid shipments, the risk shall be transferred to the Client as soon as the products are shipped.

2. If the Client, for whatever reason, remains in default of acceptance of the product after notice of default, the Contractor shall be entitled to charge the Client for the resulting costs. Compliance with national regulations and laws on export shall be at the expense and risk of the Client and shall not be a valid reason for defaulting on acceptance.

3. Without prejudice to the provisions of the previous paragraphs, ownership of the products will not pass to the Client until all amounts owed to the Contractor for the delivery - with or without installation, as the case may be - of these products, including interest and costs, have been paid. 4. The Contractor shall have a right of retention on all products held by or on behalf of the Client, as long as the Client has not fulfilled all its obligations towards the Contractor.

Article XII.- Recruitment of personnel

1. During the term of the contract, including extensions, as well as for two years after its termination, the Client shall not hire any of the Contractor's personnel, either directly or indirectly, except with the express written consent of the Contractor. For the purposes of the previous paragraph, "personnel" shall mean all employees who are employed by the Contractor or one of its affiliates at the time when the contract was signed or the offer accepted, as well as all employees hired thereafter until the termination of the contract, irrespective of any dismissal of these employees during the period stipulated in the previous paragraph.

2. In the event of an infringement of this obligation, the Client shall compensate the Contractor with a lump-sum amount equal to 12 months' gross salary for each staff member who has been hired by the Client.

Article XIII.- General Warranty

1. Complaints relating to visible defects concerning the quality or conformity of the goods must be made at the time of inspection, respectively test, and at the latest within 14 calendar days after delivery of the goods. If this period is exceeded, any claims against the Contractor relating to these visible defects will lapse.

2. The Contractor will grant a warranty (for other that visible defects) within the limits specified in this article for defects which have occurred within a period of one (1) year after the commissioning of the product or two (2) years from the delivery of the products, as applicable, solely or predominantly as a direct result of a defect in the construction applied by the Contractor or as a result of defective workmanship, improper assembly or use of defective materials.

3. The defective goods or parts covered by the guarantee will be repaired or replaced by the Contractor, whether or not at the Contractor's location or by dispatching a part for replacement, always at the Contractor's discretion. All costs exceeding the costs of repair or replacement, such as but not limited to transport costs, travel and accommodation costs and costs of disassembly or assembly, will be borne by the Client.

4. In any case, the guarantee does not cover defects which are wholly or partially the result of: a) failure to observe operating and maintenance instructions or improper use; b) normal wear and tear; c) assembly, installation or repair by Client or third parties; d) materials or items provided by the Client for processing; e) materials, goods, methods of working and constructions, insofar as applied at the Client's express request, as well as materials or goods supplied by the Client; f) parts obtained by the Contractor from third parties, insofar as the third party has not provided a warranty to the Contractor or the guarantee provided by the third party has expired;

5. The alleged non-fulfilment by the Contractor of its warranty obligations will not relieve the Client from its obligations.

6. In the event that the Client does not fulfil, does not fulfil properly or does not fulfil in due time any obligation arising from the relevant contract, the Contractor will not be obliged to provide any warranty with regard to any of the goods delivered.

7. If the Client proceeds to dismantle, repair, modify or perform any other work on the product or has this done without the prior written approval of the Contractor, any claim under the guarantee will lapse.

Article XIV.- Warranty on delivery of software and information technology

1. For deliveries of software and information technology and the associated services, the guarantees in Article XIII above do not apply, but the following guarantees are given: a) for a period of three (3) months after delivery, or, if an acceptance test has been agreed between the parties, three (3) months after acceptance, the Contractor will repair to the best of its ability any errors in the software if these errors are reported to the Contractor in writing within this period, described in detail, and if these errors can be reproduced. b) after the abovementioned period of three (3) months following the delivery of software or computer technology, the Contractor will not be obliged to repair any errors, unless a maintenance agreement has been concluded between the parties that includes such repair. Errors are defined as failure to comply with the functional specifications made known in writing by the Contractor. An error will only exist if it can be demonstrated and reproduced. The Client will be obliged to report errors immediately to the Contractor. c) the parties agree that any product liability can only relate to application software specifically developed by the Contractor. The Contractor accepts no liability for standard software supplied.

Article XV.- Liability

1. The Contractor shall make its best efforts to perform the agreed work to the best of his knowledge and ability in accordance with the requirements of good craftsmanship.

2. The Contractor may only be held liable in relation to direct damages arising from acts carried out with wilful misconduct (dolo) or gross negligence in the performance of the contract. The total liability which the Contractor might be held liable for on account of its contractual and/or extra-contractual liability will be limited to compensation of direct loss up to the lesser of the following (i) the maximum of the amount that will be paid out by the Contractor's liability insurer minus the Contractor's deductible, or (ii) the maximum of the amount of the price stipulated for the agreement (excluding VAT). For the avoidance of doubt, direct damages shall include the reasonable costs incurred to (i) have the performance of the Contractor under the agreement, and (ii) determine the cause and scope of the direct damage and/or incurred to prevent or limit the relevant damage.

3. The Contractor's liability for indirect damage or immaterial damage such as, but not limited to, consequential damage, loss of turnover, loss of profit, loss of savings, loss of clients or contracts, loss of or damage to data, damage relating to the use of items, materials or software of third parties, damage relating to the use of suppliers prescribed by the Client and all forms of damage other than those mentioned in Article XVI.2, for whatever reason, is excluded.

4. The Contractor's liability for damages resulting from cybercrime, cyber-attacks and/or cyber-terrorism is excluded, except in case of wilful misconduct (dolo) or gross negligence on the part of the Contractor.

5. The claim for damages in court must be filed by the Client within twelve (12) months after the damage occurred. Any claim filed after this period shall be considered as inadmissible.

6. The Client will be liable vis-à-vis the Contractor for the direct or indirect damages (including, for the avoidance of doubt, loss of profits) caused due to acts carried out with wilful misconduct (dolo) or gross negligence in the performance of the contract.

Article XVI.- Force majeure and unforeseen circumstances

1. Force majeure means any circumstance beyond the control of the Contractor - even if this could already be foreseen at the time the agreement was entered into - which permanently or temporarily prevents performance of the contract, such as, but not limited to, war, threat of war, civil war, riots, strikes, lock out, transport difficulties, fire, pandemics, epidemics and other serious disruptions in the business of the Contractor or of its suppliers.

2. In the event that the contract is prevented from being executed as a result of force majeure, the Contractor shall be entitled either to suspend the execution of the agreement or to terminate the agreement in whole or in part, without being obliged to pay any compensation. In both cases, the Contractor is entitled to claim payment for the raw materials, materials, parts and goods reserved, processed and manufactured by him for the execution of the contract, for the value that should reasonably be attributed to them.

3. If abnormal and reasonably unforeseeable circumstances arise after the conclusion of the contract which cannot be attributed to the fault of one of the parties but which, while not rendering the fulfilment of the obligations by the Contractor impossible, considerably aggravate or complicate them, which seriously impact the contractual balance (such as, for example, a sudden and significant increase in a raw material cost on the agreed contract price), the Contractor may request the Client to renegotiate the contract with a view to restoring the contractual balance. The Client cannot refuse this request. This is without prejudice to the Contractor's right to apply to the courts for such contract rebalance.

4. Force majeure or unforeseen circumstances can never be invoked to release from any payment obligation.

Article XVII.- Suspension, dissolution and termination provisions

1. The Contractor is entitled, without prior notice of default and without judicial intervention, to suspend the fulfilment of its obligations or to terminate the agreement if the Client does not fulfil or does not fully fulfil its material obligations under the agreement (including for the avoidance of doubt and without limiting to, the confidentiality obligations), or if there are serious doubts that the Client will fulfil its obligations, as well as in case of cessation of payments, liquidation of the Client or full or partial transfer of the Client's business or a change in the Client's shareholding (understood as a transfer of more than 50% of its share capital or a lesser percentage whenever the management body of the Clients is no longer controlled by the same stakeholders that control it at the date of execution of the contract).

2. If the contract is suspended or terminated, the price to be paid under the contract Client shall be become immediately due and payable.

3. Except in the event of breach by the Contractor of any of its material obligations, the Client may not terminate the Contract without the Contractor's written consent. If such consent is given, it shall be on the express condition that the Client shall indemnify the Contractor for all losses, damages, claims or actions resulting from such termination, unless otherwise agreed in writing, and shall immediately reimburse the Contractor for all costs, expenses and lost profits. Notwithstanding the foregoing, in the event that the Client terminates the contract unilaterally and without the Contractor's consent, the Client shall reimburse the Contractor for the loss incurred, damages and loss of profits incurred due to such termination.

4. The Client's failure to fulfil – or failure to fulfil in full - its material contractual obligations will be regarded as a unilateral termination of the contract by the Client in accordance with article 1,124 of the Spanish Civil Code.

Article XVIII.- Confidentiality

1. The Client is obliged to keep secret all confidential information that it has obtained from the Contractor or from another source in the context of the Agreement. Information is considered to be confidential if the Contractor has indicated this or if this follows from the nature of the information. Offers, proposals and quotations and the prices and rates mentioned therein are always confidential in nature.

Article .XIX.- Jurisdiction and applicable law

1. These Conditions as well as any other contracts signed between the parties shall always be governed by Spanish law. For all disputes relating to the interpretation and/or execution of the agreements, only the courts of the city of Girona (Spain).