GENERAL CONDITIONS OF SALE

1.- DEFINITIONS
1. In these General Conditions of Sale (hereinafter GCS), the following terms shall have the interpretations given below:
• “Seller”: means any company belonging to Grupo Lluria contained in the offer or any other document that is of application for these GCS.
• “Buyer”: Any natural person or legal entity with whom or who the Seller contracts or sells “the Products”;
• “Product(s)”: it means products, or part thereof, which are the subject matter of the contract, as described in these GCS terms and conditions and, where appropriate, in the purchase order confirmation made by the Seller.
• “Delivery”: final preparation of the supply and disposal of the products in Ex-Works Vendedor conditions (Incoterms 2000).
• “Entrega”: perfeccionamiento del suministro y puesta a disposición de los productos en condiciones Ex-Works Vendedor (Incoterms 2000).

2.-GENERAL
1. Unless otherwise specified, all sales of the Products made by the Seller are subject to these GCS. Other conditions or agreements not expressly specified and incorporated herein shall have no value or legal effect unless they have been expressly accepted in writing by the Seller.
2. The execution of any order, agreement, contract etc. shall entail the waiver by the Buyer of its own general conditions of sale and/or any other stipulation, and acceptance of these GCS.
3. All orders must be made in writing and shall be subject to the Seller’s express consent.
4. It shall be considered that the Buyer has been notified of these GCS from the moment that it receives a quote from the Seller, together with these GCS. Alternatively, they shall be considered as having been notified if the Buyer has received them beforehand in the course of its commercial relationship with the Seller, in which case they shall be considered accepted by the Buyer when processing the order. The current GCS can be consulted onwww.lluria.com
5. Should a competent Court declare any of the clauses in these GCS null and void, such a declaration shall not affect the other clauses herein, which shall continue to be valid. In this case, the parties shall negotiate and try to reach an agreement on the text of an alternative article, which shall replace the voided clause, and which shall be similar to it in both intent and contents.

3.- DELIVERY PERIOD
1. Any period quoted by the Seller for delivery of the Products shall be deemed an estimate only and non-binding as the Seller shall make every reasonable endeavour to meet such delivery date, however, it shall not be liable for the consequences of any delay.
2. The Buyer may not reject the supply of the Products, suspend fulfilment of its obligations, in particular those regarding payment, claim any damages or a compensation nor seek to terminate the agreement unless it detects serious or wanton negligence in the Seller’s delay.
3. The delivery period will begin to count from the date of approval of the operation by the Seller and the fulfilment by the Buyer of all its obligations. The delivery dates will be understood as extended, whenever there are causes that paralyze or obstruct the work, and / or circumstances attributable to the Buyer and / or third parties, including without limitation, delay in the payment date or breach of other obligations, in which case the delivery period will be understood to be extended for the same time as the reasons that cause the delay.

4.-TRANSFER OF THE PROPERTY AND RISKS
1. Unless otherwise specified in the contract, the delivery conditions shall be EX-WORKS Vendedor (Incoterms 2000).
2. The Seller shall notify the Buyer the availability to load the products within the delivery period. The Buyer shall report the name of the transport agent and the loading conditions within ten (10) days of approval of the order by the Seller. If the Buyer fails to comply with the agreement provisions, the risk shall pass to the latter from the date of the material being ready for consignment by the Seller, and (i) the Seller shall be authorised to store the products at the expense and risk of the Buyer, charging the Buyer storage costs at a minimum of 0.5% of the invoice amount for each week or fraction thereof, (ii) with the price of the products being considered immediately due and payable. Once a period of one (1) month has passed from the price due date, the Seller may transfer the Products in a reasonable manner without having to report this circumstance to the Buyer in order to recover any costs and losses incurred, without prejudice to the payment obligation that the Buyer has incurred.
3. The Seller expressly retains the property of the Products and shall continue to do so until payment of the agreed price has been received by the Seller in full. If the Buyer has instigated a bankruptcy proceeding, suspension of payment or similar, it shall refrain from including the cited Products in its assets, and shall immediately notify the Seller of such circumstances.
4. The Buyer is under the obligation to proclaim the existence of the retention of title where appropriate in any circumstances. The Buyer shall be obliged to retain in its possession the Products with due care and diligence and shall insure the goods against any possible risk. On that basis, the Buyer shall refrain from carrying out any act of disposal, assignment or lien, of any title, in respect of the goods, even if any sum of the supply amount is pending payment. In the event that the Buyer proceeds with the sale of the Products, the Seller may demand the payment again from the new Buyer, even if it had been incorporated into other products.

5. PRICE
1. All prices will be those fixed in the rates or offers of LLURIA. To which will be added taxes, VAT, duties or fees that correspond, which will be subsequently passed on the invoice with the corresponding rates. Unless otherwise specified in writing between the Buyer and the Seller, the supply prices do not include packaging costs, transport, including loading and unloading, insurance and customs, which shall be borne by and at the risk of the Buyer and such additional expense shall be added to the sales price.
2. As a general rule, in the event that there are quotes prior to an order, the prices are valid for thirty (30) days, and during this period they shall be regarded as fixed payment terms and conditions as specified in this quote.
3. If the costs or materials used by the Seller for the manufacture of the Products were modified after the date of the Seller’s quote to the Buyer, the Seller may pass on to the Buyer such increases with prior notification. In this case, the Buyer shall have seven (7) days from receiving this notification to cancel the order, without any type of liability by either party. In the event that the Buyer does not refuse the increase in the price in the abovementioned period, i.e., seven (7) days, the new price shall be regarded as accepted between the parties for all purposes.

6.- PAYMENT TERMS AND BILLING
1. Unless otherwise specified in writing, payment of all placed orders shall be made up-front or by means of SEPA B2B direct debit, to the satisfaction and discretion of the Seller based on its credit policies.
2. All invoices issued by the Seller shall be regarded as approved and accepted unless the Buyer shows its dissatisfaction in writing to the Seller within seven (7) days of receipt.
3. In the case of partial deliveries, the Seller shall be authorised to invoice and require payment for each partial payment, as well as to issue partial invoices, and the Buyer shall be obliged to pay said invoices in accordance with these GCS.
4. The payment date shall be the day on which the Seller effectively receives payment.
5. If the amount owed has not been settled on the established payment date, the Buyer shall pay the Seller the monthly interest for late payment, calculated from the due date in accordance with Directiva 2011/7/UE, which establishes measures to fight delinquency in commercial transactions, from the date established for payment until it is received in full and complete amount, without prejudice to any other right corresponding to the Seller, including the right to recover any judicial and/or extrajudicial costs which it may incur in order to collect the amounts owed. The Buyer’s credit account will be suspended with immediate effect and future orders will have to be paid in advance.
6. In the event of non-payment of an effect upon expiration, the Buyer will pay the Seller 5% of the unpaid nominal with a minimum of € 30, in terms of collection costs. The Buyer’s credit account will be suspended with immediate effect and future orders will have to be paid in advance.
7. The payment period shall be an essential term of the agreement, accordingly should the Buyer fail to comply with its payment obligations, such as failure to make payment on the due date or in its entirety, the Seller shall be entitled to suspend any commitment or obligation in respect of the Agreement until the Buyer honours its obligations, or even to terminate the Agreement, without prejudice to the Seller’s right to recover any damages caused by the late performance or even the non-execution of the Agreement.
8. The client gives his consent so that the Seller can send him the corresponding invoice in electronic format, according to the provisions of Royal Decree 1619/2012, of November 30. Said consent may be revoked by the client at any time by express communication to the email address: info@lluria.com. In case the client wants to receive the invoices by postal mail the cost is € 2 / invoice.

7.- TERMINATION
1. If the Buyer commits a breach of any of its obligations or there is a reasonable doubt as to whether these obligations will be performed, the Seller shall be authorised to terminate the agreements. It shall also be authorised to recover its ownership of the Products, but this provision shall not prevent the Seller from taking action to enforce any other rights hereunder, in particular the right to recover all damages occasioned, including all legal and extrajudicial costs and the payment from the Buyer to the Seller of all other amounts outstanding or those pending that shall be considered as due and payable in relation to this act.
2. The Buyer does not have the right to terminate the Agreement, except after payment to the Seller of all the sums outstanding up to this moment, including those not yet due, as well as any other damages that the Seller may sustain.

8.- MEASURES AND DIMENSIONS
1. Any measure or dimension set by the Seller shall be deemed to be approximate, unless the Buyer requires certain specific measures in writing. The quantities reported are only of an estimative nature, and the Products delivered can vary in quantity by +/- 2% with the consequent modification in the price.

9.- APPARENT FLAWS
1. The Buyer shall inform the Seller of the existence of any flaws within seventy-two (72) hours of delivery of the Products.
2. Apparent defects or flaws are understood to mean those relating to any shortage in the number of parts of the Products or defects in the quality or state of the Product which can be appreciated through visual inspection or minimum control upon delivery of the Products to the Buyer.
3. Should no claim with respect to defects be made within the abovementioned period, it shall be deemed that the goods have been received in a perfect condition and state.

10.-LIABILITIES
1. The Seller shall not be liable for any damages and losses, including those caused to Third Party staff and / or properties, including the Buyer, its staff or third parties.
2. In no case shall the Seller be liable for any indirect or consequential damages that may arise as a result of the supply, indicating in an illustrative but not limitative way, loss of production, cost of loss, costs of stoppages, breakdown in products or other parts or different equipment of the products, of the buyer or of third parties, accidents at work or suffered by third persons, accidents and incidents against the environment, etc. The total liability of the Seller derived from the supply for any concept of any kindis limited to the value of the supply that originated the claim.

11.- WARRANTIES
1. The Seller guarantees all the supplied Products for twenty-four (24) months from the notification that the supply is loaded and available for sending or 24 from the delivery to the first means of transport to the final Buyer, the first to happen, provided the claim has been reported in writing to the Seller within forty-eight (48) hours of them being detected, or of when they should have been detected, and always within the aforementioned deadlines. Likewise, the Buyer must show that the flaws or defects have arisen solely as a direct result of the Seller’s errors or lack of due diligence.
2. This warranty consists only of the repair or replacement (at the option of the Seller) in a reasonable period, of the Products that have been recognised as defective due to material or manufacturing defects. The repairs are understood as made in the factory of the Seller; any dismantling, packaging, charges, transportation, customs, levies etc. originating from the shipment of the defective material to the factory of the Seller shall be borne by the Buyer. The Buyer undertakes to accept the replaced or repaired Products, and under no circumstance shall the Seller be liable to the Buyer for any type of loss or damages above the value of the supplied Product as a result of the initial supply or the delay in the deliveries of the replaced or repaired Products.
3. In no case shall the Seller respond to the Buyer or third parties for any direct, indirect or consequential loss or damage arising out of or relating to the subject matter of this contract, including accidents to persons, damage to property other than the object of the contract or loss of profit. Any commitment and obligations of the Buyer resulting from the guarantees existing between him and his customers that exceed the above indicated and that have not been accepted by the Seller in written and express, will be at the sole expense of the Buyer.
4. The repair or replacement of a defective component shall not change the commencement date of the warranty period for the Products supplied. The Products repaired or replaced shall have a warranty as of their repair or replacement similar to the period that is deducted from the defective or replaced product, up to the periods stipulated in these GCS.
5. As an exception to the warranty described above, when the delivered Products have not been manufactured by the Seller, the Seller shall grant the same warranties to the Buyer that the Seller would have granted to the corresponding manufacturer; however, the Seller does not confer any licence or right of use that would infringe any law or intellectual property or industrial patent of third parties.
6. This warranty does not cover any liability for damages, defects, etc. as a result of:
– Repair and replacement of parts as a result of normal wear and tear.
– Repairs, modifications or alterations in the Products made by any person other than the Seller’s organisation.
– Improper use, replacement, repair, modification, maintenance or alteration, or lack of maintenance in accordance with the Seller’s provided maintenance instructions.
– Lack of lubrication, use or cleaning with the recommended products and regularity indicated by the Seller.
– The Seller shall provide the Buyer with all the necessary information and documents, including the operating manual, to perform its tasks.
– Erroneous and negligent handling, abusive use, defective assembling, variation in the quality of the power supply (voltage, frequency, etc.) changes made without the Seller’s consent, installations made or modified at a later date without following the technical instructions of the product, and, in general, any cause that is not attributable to the Seller.

12.- CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY
1. The intellectual and/or industrial property of the Seller’s trademark, the offer, the information attached to it, the Products and/or the supplies, as well as the items, drawings, software etc. incorporated or related to them, belong to the Seller. Hence, the Buyer shall have no right to use them for purposes other than the completion of the order, or to totally or partially transfer them to third parties, without the prior express consent of the Seller.
2. All Intellectual and Industrial Property Rights arising and/or relating to data and/or documents provided or prepared by the Seller shall continue in the possession of the latter, unless otherwise agreed to the contrary, not granting the Buyer any right or licence with respect to the transmitted information or material.
3. The Buyer shall not allow any trademarks or commercial names to be applied to the Products to be modified, altered, obscured or omitted without the Seller’s prior written consent.

13.- DRAWINGS AND DESIGNS OF THE BUYER
1. Whenever the Buyer specifies in writing that the Products contain a design, data or a specific manufacture method, the Seller shall implement these specifications on the provision that said specifications have been accepted in writing. In other cases, the Seller may modify the Products, provided these modifications are not substantial or such substantial modifications have been agreed to with the Buyer, in which case these modifications do not constitute a breach of contract or mean liability whatsoever for the Seller.
2. The Seller shall not be liable for any breach in the performance or defective execution of Products if it is a result of errors, incompetence or other inaccuracies in the data and/or information, in its broadest sense, supplied by, or on behalf of, the Buyer.
3. The Seller’s inspection of such data/information shall not limit the Buyer’s liability in any way, unless the Seller specifically accepts in writing said liability.
4. The Buyer shall compensate the Seller for all costs and damages of any class that are generated as a result of the manufacture of the Product in accordance with the technical features and information provided by the Buyer, or resulting from infringement of patents, industrial and intellectual property trademarks or models.

14.- TECHNICAL INFORMATION
1. The scope of the supply and the features of the Products shall be defined in the confirmation of the order.
2. The weights, dimensions, capacities, technical specifications, characteristics and settings relating to the Products of the Seller included in catalogues, brochures, prospectuses and technical literature, are for guidance only and are non-binding, except when they have been expressly accepted by the Seller.

15.- USEOF THE PRODUCT BY THE BUYER
1. The Buyer shall be solely liable and keep the Seller indemnified against all liabilities incurred by the Seller in relation to the use of the Products other than in strict accordance with the Seller’s instructions or for the purpose with which the Products were supplied.
2. The Buyer guarantees to the Seller:
• that it shall comply with the legal requirements or requisitions, or authorisations by any governmental department relating to the Products and the applications that the Products shall be subjected to,
• that while the Products are in its possession or under its control, the Buyer shall comply with such requirements,
• that it shall ensure that any other Buyer of the Products shall also comply with these requirements,
• that the Buyer shall indemnify the Seller for any liability arising from or as a result of the breach of such requirements.

16,- ASSIGNMENT OR SUBROGATION
1. The Seller shall be authorised to subcontract the total or partial performance of the Products to third parties, and to transfer all or part of its rights and obligations, and even appoint a third party as a substitute to meet its obligations.
2. The Buyer shall not assign the agreement or its rights or obligations arising therefrom to any third parties without the Seller’s prior written consent.

17.-BANKRUPTCY
1. In the event that the Buyer becomes subject to any form of outside bankruptcy, suspension of payments, controlled administration or similar; dissolution, liquidation or transfer of all or part of its assets, the Seller may instigate the termination of the agreements by means of a written notification, without prejudice to its other rights hereunder, such as to recover the resulting damages, along with payment by the Buyer to the Seller of all amounts owed or outstanding that shall be considered as due and payable in relation to this act.

18.- EXPORT LIMITS
1. In the event that any of the Products supplied by the Seller were subject to export control regulations, the Buyer shall refrain from exporting such Products, either directly or indirectly, without the Seller’s prior written authorisation.
2. In this regard the Buyer pledges and undertakes to notify the Seller of any sale that may be made with its Products to a company located in the USA and/or Canada, or when it could reasonably be deemed that the Client could introduce the Product into those markets.

19.- FORCE MAJEURE
1. The Seller shall not be liable for the malfunction or non-execution of any agreement, due to force majeure, in its broadest sense.
2. Force Majeure shall be understood as any circumstance beyond the Seller’s control that temporarily or permanently hinders the execution of any or all of the Seller’s obligations to the Buyer, regardless of whether these circumstances were or were not foreseen at the time of the completion of the order, agreement, contract etc., including but not limited to: governmental actions, dismissal, revocation or cancellation of licences, business closures, forced closure of all or part of the company, war, whether declared or not, fire, transportation problems, accidents, labour riots, shortage of labour, embargoes, temporary or permanent non-delivery of samples, non-rendering of services by third parties regardless of their cause, defects and/or breakdowns in material, machinery, systems and/or software and hardware, absence or lack of material with which to manufacture the Products.
3. Should the Seller be impeded from meeting its contractual obligations on delivery due to situations of force majeure, the Seller may, at its own discretion, extend the delivery period during the period of force majeure or terminate the Agreement, and also demand payment for the partial delivery made, without it being in any way obliged to compensate the Buyer.

20.- NOTIFICATIONS
1. Any notification related to this contract shall be in writing in Spanish, official language of the contract, and shall take effect twenty-four (24) hours after its posting by certified mail to the registered office of the parties.

21.-LEGISLATION AND COMPETENT COURTS
1. All agreements covered by these GCS, as well as any dispute or difference arising between the parties, are subject to the exclusive jurisdiction and competence of the Courts of Barcelona, and all this without prejudice to the right of the Seller to urge any proceedings in any other competent jurisdiction.
2. The applicable law shall be that of the competent court to hear the dispute between the parties.

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