Sales conditions

1. GENERAL SALES CONDITIONS

These general sales conditions and their acceptance by the buyer constitute an irrevocable proposal for the buyer and form an integral part of the commercial sales contract between PROTEVAL S.L. and the buying party. Any agreement that may modify these conditions must be express and written, with the full acceptance of the seller.

This contract is regulated by these general sales conditions. Anything not covered herein shall be regulated by the Commerce Code, supplementary laws and commercial usage. In any case, this contract is subject to Spanish law, whose laws shall be exclusively applicable.

2. SUBJECT OF THE SALES CONTRACT

The subject of this contract is the set of goods in the quantity, quality and type indicated in the order slip and regulating them in accordance with the first stipulation. Orders cannot be modified once they are received by the client and accepted by the seller.

3. ORDERS

Orders will always be made in writing with the client’s signature, with the understanding that the general sales conditions, which may be sent via email, fax or postal mail, have been accepted. Orders will not be finalized until the seller accepts by sending the corresponding “order confirmation.”

Changes cannot be made to the order once the seller has accepted the order, except if the seller gives their express authorization. If an order is canceled after being authorized by a seller, the buyer will be obligated to pay for any materials used, expenses and work performed up to that point.

The client may make an “open order” during the period that is expressly specified in the order agreed upon between the client and the seller, with these conditions being applicable to each delivery.

4. SALE PRICE and PAYMENT METHOD.

The sale price is as reflected in the seller’s order confirmation, VAT not included. The client will pay the price of the goods in accordance with the terms established in the invoice and in these general conditions.

Buyers will always pay for transportation costs.

Except if indicated otherwise in writing, the payment of invoices shall be done in cash. Sellers may choose to accept checks, promissory notes or other commercial or banking instruments as means of payment and will be understood as received “clearing pending.” In other words, the order will be considered complete at the moment the seller receives the funds.

Unless agreed to otherwise, the client will pay any customs duties and will carry out any procedures that may be necessary.

Any delay in the payment of any invoice shall entail the buyer entering into arrears automatically, there being no need for the buyer to lodge any legal or out-of-court request for such. Any delay in payment will result in the accrual of interest in arrears, as provided for in Law 3/2004 of December 29, establishing means to combat delays in commercial operations.

In case of default, the client will be obligated to pay any and all collection costs, including legal, attorney and prosecution fees, even if their intervention is not required.

5. DELIVERY TERMS AND CONDITIONS.

The seller shall make the goods available to the buyer within the maximum period of 45 days from the order confirmation given by the seller, except in the event that it is necessary for the buyer to give the seller measurements, documents or other necessary information in order to begin manufacturing, in which case the period shall start at the point at which the seller has all of the required information and documents.

This period shall not apply in the event of acts of God or force majeure or when the delay is due to causes not attributable to the seller.

If no changes need be made to the order, the period shall commence from that point.

Unless the parties expressly agree otherwise, the goods are to be delivered in “EX WORKS” condition. The seller will issue a “goods availability” notification, whereby starting on the date that said goods are made available, all risks and liabilities concerning the product shall transfer to the client.

The parties accept this commercial term as contractual content and therefore shall respectively comply with the aforementioned commercial term and bear the risk in the manner given in the aforementioned INCOTERM.

6. ACT OF GOD OR FORCE MAJEURE

The failure of the seller to comply, or comply inaccurately, due to reasons beyond their desire due to an act of God or force majeure shall not result in the seller bearing any liability.

7. RESERVATION OF TITLE

The seller reserves title over the goods until the buyer has paid in full. Deliveries of checks, promissory notes or other commercial instruments and bank drafts borne by the buyer shall not be considered paid until they are made effective.

8. REMEDY FOR THE EXISTENCE OF DEFECTS

The seller guarantees to the buyer that the goods are free from flaws or manufacturing defects and that they are delivered in accordance with the product specification.

If the goods have any manifest flaws or defects upon receipt, the buyer must state such to the seller in writing, making sure to do so within the periods and content of Articles 336 and 342 of the Commerce Code. If the flaws or defects were hidden, the buyer must communicate this to the seller as soon as they become aware of the existence thereof and in any case prior to thirty days since the receipt of the goods.

In any case, the seller may perform whatever checks are deemed appropriate to determine the nature and scope of any flaw that is brought up, and the buyer is obligated to collaborate as required.

9. LIABILITY ON PRODUCTS.

The seller will never be liable for damages of any nature that may arise from the use of the product.

The seller will never be liable for any loss of product after it has been made available.

10. BREACHES. PAYMENT DEFAULT.

The breach of this contract by either of the parties will give the other party the opportunity to terminate the contract or demand its fulfillment. In either case, the injured party may claim against the party in breach for any direct or indirect damages caused by said breach.

The parties expressly agree that any claim that the buyer makes for breach by the seller will be limited to the purchase price of the products. The seller shall never be liable to the buyer for lost profit, loss of income, costs of inactivity or for general losses of any nature that the buyer may suffer as a result of the failure to deliver or the defective delivery of the product.

In particular, the failure to comply in a timely manner or the failure of the buyer to pay the price will give the seller the opportunity to terminate the contract, reserving the right to demand damages from the buyer, including the loss of profits, notwithstanding the reimbursement of any fees that may have been incurred.

The seller may terminate or cancel the contract if the buyer declares bankruptcy or any analogous situation of insolvency. In either case, damages caused to the seller, including the loss of profit, will be borne by the buyer.

11. MANUFACTURING GUARANTEE

PROTEVAL S.L guarantees its products for a period of six months from when the goods are made available to the client.

Any claim made within this period must be communicated to the seller in a reliable manner.

The seller shall replace or repair the product parts that, at their judgment, are affected by the defect.

The guarantee will include only the labor and materials necessary for repairing or replacing the product. The parties expressly agree that product repairs will always be done in the headquarters of PROTEVAL S.L. However, if by exception the parties agree to do otherwise, the expenses for travel, lodging, maintenance and per diems for the sellers’ technicians shall always be borne by the buyer.

In order for the guarantee to take effect, the defective product must bear its identifying product label. Without the product label, the buyer shall have no right to the manufacturing guarantee stipulated in this clause.

Never shall the seller be liable for the inappropriate or improper use of the product or for normal wear and tear on the product.

Normal wear and tear will be considered in all cases that which occurs during the use of the product as well as the actions of external or atmospheric agents.

12. APPLICABLE LAW

In relation to both the requirements for its existence and the obligations, liabilities, breaches and consequences deriving therefrom, this contract is subject to Spanish laws, which shall be the sole applicable laws.

13. JURISDICTION

If any dispute may arise between the parties based on this contract, its effectiveness, validity, interpretation and the fulfillment (or breach) of the obligations contained therein, the parties renounce their own forum and agree to be subjected exclusively to the jurisdiction of the courts of the city of Torrente (Valencia, Spain).

14. DATA PROTECTION

In accordance with Organic Law 15/1999, of December 13, on Personal Data Protection, let it be known that data of that nature shall become part of a file owned by PROTEVAL, S.L. The client may exercise rights of access, rectification, cancellation and opposition, rights that may be made by sending a letter to PROTEVAL, S.L, Comarca de L’Horta nº 23 Aldaya (Valencia) or an email to:

administración@proteval.com