1.- GENERAL.

Sales and supplies to be made by VALVESEAL S.L., (hereinafter the Seller), shall be governed by these General Conditions of Sale, except as expressly agreed otherwise in the relevant offer or acceptance of the order, as particular conditions thereof. Other conditions which have not been previously accepted by the Seller shall have no value or legal effect.
The Buyer shall be deemed to be aware of these General Conditions of Sale from the moment that the delivery of the same by the Seller can be accredited, either by accompanying an offer, by handing them over to the Buyer during the course of a commercial relationship, etc. . In such cases, they shall be deemed to be accepted by the Buyer for all purposes when placing the order.

2.- INTELLECTUAL AND INDUSTRIAL PROPERTY.

The intellectual and/or industrial information of the offers, as well as that which may accompany them of the equipment, plans, software, etc., belong to the Seller, and therefore may not be used by the Buyer for purposes other than the completion of the order.

3.- EXECUTION OF ORDERS AND SCOPE OF SUPPLY.
3.1 The scope of supply shall be clearly indicated in the Buyer's order. For an order for an amount of more than 500 € to be considered effective, the Buyer must receive an express acceptance from the Seller, except in those cases in which this requirement has been expressly eliminated previously.
3.2 The supply shall include exclusively the equipment and materials which are the subject of the order, except in those cases in which the Buyer's order, and which has been accepted by the Seller, includes any additional documentation, information or services.
3.3 The weights, dimensions and technical specifications in general of the products to be supplied by the Seller, included in catalogues and technical literature, are of an orientative and non-binding nature, unless the Seller has previously accepted a specific specification from the Buyer, which must form an integral part of the order.
3.4 Changes in the scope of an order shall be notified in writing and shall become valid upon acceptance by the Seller.

4.- PRICES.
4.1 The prices shown in the order are NET, and do not include VAT, or any other tax, which will be charged subsequently in the invoice, at the rates applicable at any given time. The prices do not include packaging, transport or insurance, and are always considered for material located in the Seller's warehouse, and will be considered valid for the order of the totality of the material included in the offer, unless otherwise expressly agreed.
4.2 The offers prior to the order are valid for 30 days, unless expressly stated otherwise. During this period the prices included therein shall be considered fixed in accordance with the established Terms of Payment.
In cases where offers include imported material, subject to currency exchange contingencies, the price shall be adjusted in accordance with such variations.

5.- TERMS OF PAYMENT.
5.1 The Seller's offer, or the Buyer's order, accepted by the Seller, shall include the terms of payment for the supply.
5.2 Payment will be made under the agreed conditions, by means of the agreed payment procedure, which must appear in the Buyer's order.
5.3 For orders in which the Buyer accepts to pay the amount of the order "in cash", the Seller may grant a discount. the Seller may grant an additional discount on the agreed NET price, based on the reduction in financial costs that this represents at any given time.
5.4 Delay in delivery, for reasons beyond the Seller's control, shall not be cause for postponement or delay in the agreed method of payment.
5.5 In the event of late payment by the Buyer, the Seller may charge, without any prior notice, default interest on the delayed payment, which shall be calculated on the basis of EURIBOR plus 4% per annum. The Seller shall also be entitled to suspend the delivery of any outstanding deliveries and to demand such additional compensation as may be justified by this delay.
5.6 Claims by the Buyer shall not entitle the Buyer to any suspension or deduction of payments due.

6.- DELIVERY TIME AND CONDITIONS.
6.1 The delivery period is understood to be for material located in the position and delivery conditions established in the order. If the position is not specified, it will be understood for material in the Seller's warehouses.
The delivery period may be modified when:
1/ The Buyer does not supply on time the necessary documentation for the correct execution of the supply.
2/ The Buyer requires the order to be modified in a manner previously agreed with the Seller and which, in the latter's opinion, implies an extension of the delivery period.
3/ For the execution of the supply it is essential for the Buyer or his subcontractors to carry out work and this work has not been carried out on time.
4/ Any circumstance of force majeure occurs which prevents the regular production or delivery of the equipment or articles ordered.

7.- PACKAGING.
7.1 Unless otherwise agreed with the Buyer, the packaging of the materials supplied shall be at the Buyer's expense, with an additional charge on the sales price.

8.- TRANSPORT.
8.1 Transport, including loading and unloading, shall be carried out at the cost, risk and expense of the Buyer, and the Seller shall be exempt from any claim regarding damage or impairment of the supply.
8.2 In the event that the materials are available for delivery, and are not collected by the Buyer, or if an agreement has been reached with the Seller for them to be stored under agreed conditions, the Seller may
charge to the price of the order the storage costs which, in its opinion, have been incurred, the Buyer being responsible for the risks which the stored materials may suffer.

9.- INSPECTION AND RECEPTION.
9.1 Unless otherwise specified in the order, inspections or tests during production, as well as the inspection prior to delivery, will be carried out by the Seller. Any other tests required by the Buyer shall be specified in the order, indicating the applicable regulations and the place and entity, if any, which will carry them out. The costs of these tests shall be borne by the Buyer, and must be approved by the Seller.
9.2 The Buyer has one week, after the shipment of the supply, to verify the state of the materials supplied. In the event of finding defects which he considers to be attributable to the Seller, he must inform the latter immediately and verifiably (photos, counts, etc.), who will take measures to correct them.
9.3 If no proof of receipt is specified in the order, once the week following the shipment has elapsed without the Seller having received written notification of any defects or faults, the material shall be deemed to have been accepted.
9.4 If the Buyer, despite having communicated defects or faults in the material, begins to use the materials or equipment which are the object of the supply, the material shall be considered to all intents and purposes to have been accepted.

10.- COMPLAINTS. RETURN OF MATERIALS.
10.1 The Seller will not accept returns of the material supplied, without prior agreement with the Buyer. The Buyer has 15 calendar days from the date of supply to notify the Seller in writing of his intention to return the goods and the justification for the same.
10.2 Any previously agreed return will be carried out by the Buyer, carriage paid, to the Seller's premises.
10.3 The Seller will not accept returns of materials which have been used, nor those which have been expressly designed to comply with the conditions of the supply.

11.- GUARANTEE.

All articles with standard manufacturing characteristics, supplied by the Seller, will be guaranteed for 12 months from the date of delivery of the same to the Buyer, provided that the Buyer is the end user of the same.
Any different period shall be agreed between the Seller and the Buyer, and shall be expressly reflected in the order.
The concept of guarantee refers to the repair or replacement, at the Seller's choice, of the elements considered to be defective. The repairs are understood to be carried out in the Seller's workshops, being at the Buyer's expense the dismantling, packaging, charges, transport, customs, taxes, etc., originated by the delivery of the material under guarantee to the Seller's workshops. It may be agreed with the Buyer to carry out the repairs at the Buyer's premises, when this is feasible.

The repaired or replaced item shall be guaranteed for 12 months from the date of repair.
Under no circumstances will the Seller be responsible for repairs carried out by personnel from outside the Seller's organisation.
Any cause not attributable to the Seller is excluded from the guarantee coverage.
If the commissioning of the supplied product requires the assistance of the Seller's personnel, and the Buyer decides to make use of the same without complying with this requirement, the guarantee will be considered expired from that moment.
When the defect is considered to be rectifiable with the replacement of the deteriorated part with a new one, the Seller may supply this to the Buyer under guarantee, the Buyer being obliged to return the replaced part within 15 days for examination. Failure to do so will result in the Buyer being invoiced for the part supplied.
The Buyer must communicate in writing any defect, as soon as it has been detected, with a description of the defect in the form requested by the Seller.

12.- LIMITATION OF LIABILITY.
12.1 The Seller shall not be held liable for indirect damages that may arise as a consequence of the supply, such as: loss of production, loss of profit, downtime costs, deterioration or actions on equipment,
systems and buildings of the Buyer or user, among others.
12.2 The Seller's total liability is limited to the value of the supply giving rise to the claim.

13.- ARBITRATION.
13.1 Any discrepancy that may arise between the Seller and the Buyer shall be resolved amicably. In the event that an agreement is not possible, the parties will submit themselves to the arbitration of equity, in accordance with the rules of Law 36/1988 of 5 December 1988 on Arbitration, within the framework of the Court of Arbitration of the Chamber of Commerce and Industry of Barcelona, committing themselves to the award that may be made.

14.- JURISDICTION AND COMPETENCE.
14.1 The parties expressly waive any jurisdiction that may correspond to them and agree to submit to the jurisprudence and jurisdiction of the Courts and Tribunals of Barcelona in all cases.