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1.-Scope of application

Acceptance of Buyer’s order, commencement of any work, or performance of any act by Seller involving fulfillment of the Purchase Order shall be deemed Seller’s approval of the terms and conditions set forth herein. . Modifications to the terms and conditions included in the Purchase Order and in these general conditions will have no effect unless the parties formalize said modification in writing.

All future purchases of goods from the Seller, in the absence of an express agreement to the contrary, will be subject to these general terms and conditions.

2.- Place

Unless otherwise agreed, delivery of the goods will be made to the address indicated in the Purchase Order.

3.- Delivery time

The goods will be delivered or shipped within the period stipulated in the Purchase Order.

The seller will be exempt from all liability if the delay of the order is caused by the transport company.

4.- Price and Delivery Conditions

The Price and Delivery Conditions reflected in the Purchase Order will have the meaning defined in Incoterms 2000, and its corresponding modifications or substitutions until the date of this document, unless otherwise provided therein.

The goods will be properly packaged and insured in order to allow them to reach their destination in perfect condition, and under normal transport conditions.

5.- Payment method

The payment method will be as specified in the Purchase Order. If any guarantee guarantee is required in said form of payment, its text must be adapted to the model that will be attached as an annex to these general purchasing conditions.

6.- Acceptance of merchandise

Once the merchandise arrives at the place agreed upon with the Buyer, it will be unloaded at the place indicated by the Buyer for this purpose, at which time it will be considered delivered, provided that, apparently, it complies with the agreed conditions and characteristics.

The Seller guarantees that the merchandise is in good condition, free of any defect, in accordance with the agreed technical specifications, as well as its quality, merchantability, adequacy or suitability for the purpose expressly or implicitly known by the seller and that the merchandise will correspond to your description or specifications of the Purchase Order.

7.- Transfer and subcontracting

Neither party will assign the rights and obligations of the Purchase Order without the written consent of the other party, with the sole exception that the Buyer may assign it, in whole or in part, to any of the companies that are part of its same business group.

Furthermore, Seller will not subcontract the Purchase Order or any part thereof without Buyer’s prior written consent. Such consent will not exempt the Seller from any of the obligations imposed by the Purchase Order and these conditions.

8.- Force Majeure

“Force Majeure” means for the purposes of these conditions the existence of any contingency, circumstance or cause that is beyond the control of the party invoking it, including, but not limited to the following circumstances: imposition or submission to a law , regulation, decree, order or request of any authority (national, state, regional, provincial or municipal), confiscation, riot, war, riots, fires, floods, earthquakes, storms, explosions, strikes, closures, stoppage of machinery or factory, impossibility of obtaining raw materials, equipment, diesel or transportation.

If due to Force Majeure any of the Parties cannot fulfill any obligation of the Purchase Order, said Party is exonerated from its compliance, provided that it notifies the other party indicating the beginning and nature of the Force Majeure situation. The Party that invokes Force Majeure must send immediate notification after the end of the cause that motivates Force Majeure.

In any of the described force majeure situations that are beyond the control of the Buyer and that may, directly or indirectly, limit, prevent or hinder the purchase, import, assumption of delivery or any other performance of the contract or the resale or export of the goods by the Buyer, the Buyer may request the postponement of shipment or delivery of the goods or the cancellation of all or part of the Purchase Order. In any of these cases, the Seller will not be able to claim against the Buyer.

9.- Expenses and taxes

With the exception of VAT, which will be borne by the Buyer, any costs and expenses, tax withholdings, stamp duty and other taxes., fees or surcharges that may be incurred in relation to the payment made by the Buyer to the Seller will be borne by the Seller.

10.- Representatives of the parties

To monitor the correct execution of the Purchase Order, the Buyer designates the person listed on the Purchase Order as the Buyer’s representative. Likewise, the Seller must appoint in writing a competent person responsible for the Purchase Order to coordinate it.

11.- Failure of the seller

In the event of non-compliance or lack of timely or adequate performance of any of the Seller’s obligations, as well as in the event of declaration of bankruptcy, liquidation or dissolution of its company, the Buyer will have the right to notify the total or partial termination of the Purchase Order or the suspension of its execution in whole or in part. This will be done by means of reliable notification, without the need for further warning of non-compliance or judicial intervention, and without the Seller having to respond for damages, without prejudice to any other rights of the Buyer.

12.- Confidentiality and Data Protection

In compliance with the provisions of Organic Law 15/1999 of December 13 on the Protection of Personal Data, the personal data provided by the Seller will be part of the Buyer’s supplier file, whose purposes are to maintain the relationship. contractual, the control and management of purchases and their corresponding payments. The Buyer will treat said data with the utmost confidentiality, and undertakes not to use it for a purpose other than that for which it was collected, as well as to keep it with the appropriate measures that guarantee its security and prevent its alteration, loss, treatment or unauthorized access.

The Seller undertakes to maintain professional secrecy regarding the aforementioned personal data, even once the contractual relationship has ended.

16.- Separability

If any condition or part thereof is not legally valid, the remaining terms and conditions will not be invalidated, without prejudice to the Buyer’s right in such case to cancel or reject the Purchase Order.

17.- Language

In case of discrepancy between texts in Spanish and texts in any other language related to the order, the text in Spanish will prevail.

18.- Jurisdiction

This relationship will be governed by Spanish legislation. The parties expressly renounce any other forum or jurisdiction to which they may be entitled and agree to submit to the courts of Palma de Mallorca any difference or litigation arising from the validity, interpretation, compliance or execution of the Purchase Order and the General Conditions of Purchase, as well as the acts or transactions contemplated therein.