1. General.

1.1. The services, repairs, assemblies, works, installations and projects to be carried out by Talleres Mecánicos Comas SLU, hereinafter, the “Services”, known commercially as TMCOMAS (hereinafter, the “Seller”), shall be governed by these general conditions of sale (hereinafter, the “General Conditions”), unless expressly agreed otherwise in the corresponding offer or in the acceptance of the order and which constitutes the particular conditions of the same. Therefore, any other conditions not expressly accepted by the Seller are for all purposes invalid.

1.2. These general conditions shall be deemed to have been duly communicated to the Buyer when they are available on the Seller’s website for reproduction and storage, and are understood to be an integral part of the offer made to the Seller. Alternatively, they will be considered as communicated if the Buyer received them previously in the course of their commercial relationship with the Seller; being considered in all these cases accepted by the Buyer, for all purposes, when placing their order.

2. Intellectual and industrial property.

The intellectual and/or industrial property of the content of the offer made by the Seller, in all its terms, and the information attached to it, as well as that of the technical documentation, engineering information, procedures, plans, drawings, software, among others; incorporated or relating to the provision of the Services, belongs to the Seller or its suppliers, and therefore its use or exploitation, in particular, the rights of reproduction, distribution, public communication and transformation by the Buyer for purposes other than the fulfilment of the order, as well as its total or partial copy or transfer of use in favour of third parties, is expressly prohibited without the prior written consent of the Seller.

3. Formalisation of orders and scope of the services.

3.1. In order to complete the sale, the Seller shall send the Buyer a formal offer of the Services requested by the Buyer in writing, with the particular conditions that may apply, including the terms of execution and the period of validity of the offer (hereinafter the “Offer”). The Offer shall be considered valid for the period determined by the Seller in the same.

Based on the information provided in the Offer submitted, the Buyer may place an order for the Services it deems necessary (hereinafter the “Order”).

The scope of the Services shall be clearly specified in the Buyer’s Order. In order to be considered effective, the order must be expressly confirmed by the Seller.

3.2. The scope of performance includes only the Services that are covered by the Order. Any other Services, work or activities not explicitly included in the Buyer’s order accepted by the Seller and which are necessary, directly or indirectly, for the execution of the Services, shall be at the expense of and binding to the Buyer. In section 6: “Preparatory work. Non-contracted works, services and supplies. Permits and authorisations” includes provisions to this effect.

3.3. Modifications and/or variations to the scope, timescales or other terms of an order that may be proposed by one party must be notified to the other party, always in writing, and, to be valid, must be accepted by that party. Modifications and/or variations shall also be deemed to be those caused by changes in applicable legislation, regulations and standards occurring after the date of submission of the relevant Offer; if such modifications and/or variations would impose additional or more onerous obligations on the Seller, the Seller shall be entitled to an equitable adjustment of the contractual terms to fully reflect the consequences of the new or modified law or regulation.

4. Prices.

4.1. The prices of the Services, both for personnel and for the use of auxiliary equipment, transport material, consumables, etc., are based on unit rates. The unit rates, attached as an annex to the Seller’s Offer, do not include VAT or any other taxes or duties that will be subsequently passed on in the invoice at the corresponding rates.

4.2. In the event that a number of hours has been estimated for the different activities that make up the Services, this number of hours is exclusively for guidance purposes, with the hours actually carried out being invoiced, in cases where no previous offer has been made.

4.3. The prices indicated in the Offer apply exclusively for the payment conditions specified in the Offer (and accepted within the period of validity of the Offer). If these payment terms are modified, the prices of the Offer may be revised.

4.4. Once the Order has been confirmed by the Seller, the prices of the Services shall be considered fixed and not subject to revision. However, in exceptional cases, a price revision shall be applicable when:

a. It has been expressly agreed between the Buyer and the Seller.

b. The period of execution of the Services or acceptance of the Services has been delayed due to a cause directly or indirectly attributable to the Buyer.

c. The scope of the Services has been changed at the request of the Buyer.

d. Prices have been quoted in a currency other than EURO, to the extent that the currency has experienced a change in parity with the EURO from the date of the order to the contractual invoicing dates of each milestone.

e. In the event of Acts of God or Force Majeure as set out in section 14.

5. Payment conditions.

5.1. Unless otherwise agreed, the amount of the Services shall be invoiced on completion of the work carried out. Payments shall be made in accordance with the provisions of Law 15/2010, of 5 July, amending Law 3/2004, of 29 December, which establishes measures to combat late payment in commercial transactions, in any case without exceeding the maximum periods established therein. In the absence of any other agreement, the payment period shall be a maximum of thirty (30) calendar days from the date of termination of the billing period.

5.2. Payment shall be made on the agreed terms, to the Seller’s bank account or by other agreed procedure. Payment shall be made in full without any deductions such as non-agreed deductions, discounts, charges, taxes or fees, or any other deductions.

5.3. If, for reasons beyond the Seller’s control, the execution of the Services or their receipt is delayed, the contractual payment terms and deadlines shall be maintained.

5.4. In the event of late payment by the Buyer, interest for late payment will accrue in favour of the Seller, without any requirement and from the due date of the payment, which will be calculated in accordance with the provisions of Article 7 of Law 3/2004, of 29 December. The payment of this interest shall not release the Buyer from the obligation to make the remaining payments on the agreed terms.

5.5. In the event that the Buyer incurs one or more delays in the agreed payments, the Seller may, at its discretion, provisionally or definitively suspend the execution of the agreed Services, without detriment to requiring the Buyer to make the overdue payments and to claim from the Buyer, if applicable, the additional costs for the suspension of the execution of the Services.

5.6. A claim by the Buyer does not entitle the Buyer to any suspension or deduction of payments due.

6. Preparatory work. Non-contracted works, services and supplies. Permits and authorisations.

6.1. It is the Buyer’s responsibility to carry out, in an appropriate manner, on time, at its own expense and under its own responsibility, the preparatory work necessary to enable the Seller to execute the Services in accordance with the agreed conditions and deadlines.

6.2. If the Buyer undertakes to provide auxiliary personnel for certain jobs related to the execution of the Services (hereinafter “Auxiliary Personnel”); such personnel must be duly qualified and the Buyer shall be solely responsible for being aware of all legal and labour obligations in relation to such personnel, according to the legislation in force, as well as for complying scrupulously with all health and safety measures at work, providing the Seller with any document that, by virtue of the applicable regulations, may be required of it. In any event, the Seller shall not acquire any liability for these works or for the Auxiliary Personnel.

6.3. The Buyer shall obtain, at its own expense and under its responsibility, all permits and authorisations necessary for the Services to be executed by the Seller in accordance with applicable regulations.

7. Subcontracting.

The Seller may subcontract part of the work included in the execution of the Services. However, the Seller shall retain full responsibility for the quality and period of execution of the contracted Services.

8. Work safety and coordination when the work is carried out outside TMCOMAS premises.

8.1. The Buyer shall be solely responsible for the adoption of all measures necessary for the protection of health and safety at work, and shall therefore be responsible for (i) information on the risks inherent to the work centre where the contracted work will be carried out, (ii) the measures to be applied when an emergency situation arises, (iii) coordination between the various contracts and contractors involved in a given project, (iv) the functions of consultation, participation and training of workers and, in general, (v) any other obligations that the Purchaser may have, (iii) coordination between the different contracts and contractors that, where appropriate, participate in a given project, (iv) the functions of consultation, participation and training of workers and, in general, (v) any other obligations in matters of health and safety at work arising from the application of Law 31/1995, on Occupational Risk Prevention, both with regard to its own workers and those of its contractors. In addition to the above, the relevant prevention rules according to the Seller’s internal regulations shall be applied. However, in the event that the Buyer’s prevention standards are more demanding, the latter shall be complied with.

8.2. The Seller is entitled to bring the execution of the Services to a standstill, in accordance with Article 21 of Law 31/1995, if it considers that the safety of the personnel is not guaranteed, enjoying a reasonable extension of time when any delay occurs and being compensated by the Buyer for any loss or damage it suffers, such as lost hours, personnel displacements, per diem, immobilisation of equipment and tools, etc.., with respect to the obligations and responsibilities foreseen in this clause and those contemplated in the aforementioned Law 31/1995 on Occupational Risk Prevention.

9. Period of execution of the Services.

9.1. The Order shall clearly specify the theoretical timeframe for the execution of the Services.

9.2. The period of execution of the Services will be modified when:

a) The Buyer requires modifications to the Order, which are accepted by the Seller.

b) Failure on the part of the Buyer to carry out preparatory work, or to perform obligations, works, services and supplies for which the Seller is not responsible, or to obtain the necessary permits and authorisations; all as set out in clause 6 hereof.

(c) The Buyer has failed to fulfil any of the contractual obligations of the order, in particular with regard to payments.

d) For reasons not directly attributable to the Seller, circumstances occur that prevent or delay the execution of the scheduled Services. By way of illustration, but not limitation, the following causes are included as such: strikes by suppliers, transports and services, failures in the supplies of third parties, failures in the transport systems, floods, storms, riots, strikes, stoppages of the Seller’s personnel or its subcontractors, sabotage, accidental stoppages in the Seller’s workshops due to breakdowns, quality errors in materials and supplies that prevent the work from being carried out, etc. and the causes of fortuitous events and force majeure contemplated in the legislation in force as established in Clause 14.

e) The Buyer has unilaterally suspended the ordered Services. In the above cases, deferrals in the deadline for the execution of the Services shall not modify the payment schedule. Where payments are linked to the achievement of milestones, the original schedule of milestones shall be used as a reference for making payments.

10. Temporary or definitive suspensions in the execution of the Services.

10.1. For the execution of the Services, depending on the duration and complexity of the Services, the Buyer and the Seller shall agree on a joint schedule. If, for reasons beyond the Seller’s control, an incident or situation arises which obliges the execution of the Services to be suspended, the Buyer undertakes to pay financial compensation for lost hours, personnel travel, allowances, immobilisation of equipment and tools, etc. …. as well as payment for the Services already completed or which are at an advanced stage at the time of the suspension, which covers the financial damages which this unscheduled suspension may cause to the Seller. In addition, the Seller shall be entitled to an extension of the time for execution of the Services equal to the duration of the suspension, plus a reasonable period of notice for their resumption.

10.2. Likewise, if for reasons beyond the Seller’s control, the suspension is prolonged for a period of ninety (90) days or more, the Seller shall have the right to request the definitive suspension with the same effects as those established in the following paragraph.

10.3. If, for reasons beyond the Seller’s control, the Buyer decides to definitively suspend the execution of the Services, a programme for the orderly suspension of the Services must be jointly agreed. Furthermore, together with the payment of the services already executed and those that are at an advanced stage at the time of the suspension, the Buyer will have to financially compensate the Seller for all the costs and expenses generated by the totality of the damages caused by this definitive suspension.

11. Inspection and reception.

11.1. Except where specified in the Order, the monitoring of the progress of the execution of the Services shall be carried out by the Seller. If the Buyer requires additional supervision, carried out by himself or by third parties, this additional supervision has to be approved by the Seller and will be carried out at the Buyer’s expense.

11.2. Within a period not exceeding 15 working days after completion of the execution of the Services, the Buyer must carry out an inspection of the Services performed in order to detect any defects and/or faults in the same which may be attributable to the Seller (hereinafter the “Final Inspection”), notifying the Seller immediately and in detail of the existence, if any, of these defects and/or faults within this period.

11.3. Except in cases where acceptance tests have been agreed between the Parties under specific conditions and on specific dates, once the Final Inspection period has elapsed, without the Seller having received a written communication from the Buyer regarding possible defects and/or faults, the Services executed shall be deemed to have been accepted in full conformity, and the guarantee period shall start to run from that moment. The Services shall also be deemed to have been accepted by the Buyer to his satisfaction if the Buyer begins to use the products on which the Services have been executed.

11.4. If the Buyer has agreed with the Seller to carry out acceptance tests of the Services executed, these shall be carried out on the agreed dates, and the Buyer shall provide the Seller, free of charge, with the equipment, auxiliary personnel and consumables necessary to carry out these tests. If, for reasons beyond the Seller’s control, these tests are not carried out on the dates and under the conditions foreseen, the Services performed shall be deemed to have been accepted by the Buyer.

12. Warranties.

12.1. Unless expressly provided otherwise in the Quotation or acceptance of the Order, the Seller warrants that the Services provided will comply with generally accepted professional standards and will be executed in a competent and diligent manner. This guarantee shall be in force for a period of three months, counted from the date of receipt of the Services, whether express (passing the Final Inspection agreed between the Seller and the Buyer and sending the written acceptance of the Services), or tacit (15 days after completion of the execution of the Services, without written communication from the Buyer to the Seller indicating any non-conformity; due to use or failure to carry out the tests).

12.2. The guarantee expressed in paragraph 12.1 consists of the repair of errors and defects that have been recognised as such in the Services executed. Repairs shall be carried out at the Seller’s workshops or at the place where the Services were originally executed, at the Seller’s option. The Buyer shall be responsible for the dismantling, packing, loading, transport, customs, taxes, etc. caused, if applicable, by the shipment of the defective material to the Seller’s facilities, and the Seller shall be responsible for its return to the Buyer.

12.3. Repairs during the guarantee period may be carried out directly by the Seller or by a contractor of the Seller, the Seller in any case remaining responsible for the correct execution of the work.

12.4. When repairs are made to specific elements or systems that are part of a set of Services, such repair does not modify the end date of the warranty period of the Service executed as a whole, which is the date indicated in section 12.1. However, the specific item or system repaired is covered by a three-month warranty from the date of completion of the repair.

12.5. Damage or defects due to normal wear and tear caused by use of the equipment are excluded from the guarantee. Furthermore, damage and effects caused by inadequate conservation or maintenance, attempted rectification or modification, incorrect or negligent handling, repairs and/or manipulations carried out by personnel outside the Seller’s organisation, abusive use, use of inadequate liquids and gases, as well as inadequate flow or pressure, variations in the quality of the electrical supply (voltage, frequency, disturbances) and, in general, any cause not attributable to the Seller, are excluded from the guarantee, which will also be considered to have expired.

12.6. Furthermore, the warranty shall be deemed to have expired if, in the event that the equipment or systems which have been the subject of the Services have been commissioned with the assistance of the Seller’s personnel, these equipment or systems are commissioned without this assistance or if, in the event of a breakdown, no measures are taken to mitigate the damage.

12.7. Notwithstanding the provisions of the previous sections of this clause, the Seller shall not be liable in any case for defects in the equipment or systems that have been the object of the Services for a period of more than six months counted from the beginning of the period indicated in section 12.1.

13. Limitation of liability:

The liability of the Seller, its agents, employees, subcontractors and suppliers for claims arising out of the compliance or non-compliance with its contractual obligations shall not exceed in the aggregate the amount of the contract and shall in no event include damages for loss of profits, loss of revenue, production or use, capital costs, downtime costs, delays and claims of Buyer’s customers, substitute energy costs, loss of anticipated savings, increased operating costs or any special, indirect or consequential damages or losses of any kind.

The limitation of liability contained in this clause shall prevail over any limitation contained in any other contractual document which is contradictory or inconsistent with this clause, unless such provision would further restrict the Seller’s liability.

14. Fortuitous Event and/or Force Majeure.

14.1. In the event that the Seller is prevented, in whole or in part, from complying with its contractual obligations; due to Force Majeure or Act of God, the performance of the affected obligation(s) shall be suspended, without any liability on the part of the Seller, for such time as may be reasonably necessary under the circumstances

14.2. Act of God and/or Force Majeure shall mean any event the cause of which is unforeseeable, unavoidable and beyond the reasonable control of the Seller, including but not limited to, strikes of suppliers, transport and services, failure of third party supplies, failure of transport systems, natural catastrophes, floods, pandemics, storms, riots, strikes, labour disputes, stoppages of the Seller’s or its sub-contractors’ personnel, sabotage, acts, omissions or interventions of any government or agency thereof, accidental stoppages in the Seller’s workshops due to breakdowns, etc., and other Acts of God. and other causes of Fortuitous Event and Force Majeure contemplated in the legislation in force affecting directly or indirectly the activities of the Seller

14.3. When an Act of God and/or Force Majeure occurs, the Seller shall notify the Buyer as soon as possible, stating the cause and its foreseeable duration. It shall also communicate the cessation of the cause, specifying the time in which it will comply with the obligation(s) suspended due to the same. The occurrence of a fortuitous event and/or force majeure shall entitle the Seller to a reasonable extension of the delivery period.

14.4. If the cause of Act of God and/or Force Majeure lasts for more than three (3) months, the parties agree, within the following thirty (30) calendar days, to use their reasonable and good faith efforts to try to reach a fair and adequate solution to the circumstances, taking into account the Seller’s difficulties. If, after the expiry of such period, no such solution can be found, the Seller may terminate the contract, without any liability on his part, by giving prior notice in writing to the Buyer.

15. Confidentiality.

The Seller and the Buyer shall treat all documents, data, materials and information provided by one of them to the other as confidential and shall not disclose them to any third party or use them for any purpose other than the fulfilment and development of the Service, unless with the prior written consent of the other Party.

This does not preclude the Seller from providing the name of the Buyer and the basic details of the Service as part of its business references.

16. Resolution

16.1. Either party may immediately terminate the contract by written notice to the other party if the other party is in material breach of the contract. No breach of the order shall be considered material unless the breaching Party has been notified in advance in writing and has failed to cure or remedy the breach within thirty (30) calendar days of the notification.

The following cases shall also be grounds for termination:

– The dissolution and/or liquidation of either party, except in the context of mergers within the Group to which each party belongs.

– The cessation of activity of either party.

– The persistence of a Force Majeure event for more than three (3) months from the date of receipt by one of the parties of the notice set out in clause 14.4. hereof.

– Any other cause for termination expressly stated in other Clauses of these Conditions.

16.2. In the event of termination for cause attributable to the Buyer, the Seller shall be entitled to receive:

– The amount corresponding to the value of the Services already executed in accordance with the prices set out in the Order.

– The amount of Services remaining to be executed and/or equipment and materials remaining to be delivered which the Seller is obliged to receive from its subcontractors and/or suppliers, once they are executed or delivered to the Buyer.

– The amount of cancellation of orders issued by the Seller to its suppliers and/or subcontractors, where such cancellation is possible.

– Compensation for other damages suffered as a result of the Buyer’s breach.

16.3. In the event of termination due to Force Majeure, the Seller shall be entitled to receive:

– The amount corresponding to the value of the Services already executed in accordance with the prices set out in the Order.

– The amount of Services remaining to be executed and/or equipment and materials remaining to be delivered which the Seller is obliged to receive from its subcontractors and/or suppliers, once they are executed or delivered to the Buyer.

– The cancellation amount of the Orders issued by the Seller to its suppliers and/or subcontractors, where such cancellation is possible.

17. Applicable law. Submission to Jurisdiction and Jurisdiction.

These Terms and Conditions shall be governed by and construed in accordance with Spanish law. The parties expressly waive any other jurisdiction that may correspond to them and submit to the jurisdiction and competence of the Courts and Tribunals of the city of Blanes.