GENERAL TERMS AND CONDITIONS 1 General Provisions 1.1 The sale of products and the provision of services (hereinafter, the Supplies) by lubrimarkt shall be governed by these General Terms and Conditions of Sale, except where expressly agreed otherwise in the corresponding offer or order acceptance, which constitute the specific terms and conditions thereof. Therefore, any other terms and conditions not expressly accepted by the Seller shall be null and void. 1.2 Lubrimarkt's sales are directed exclusively to private or professional customers. Therefore, professional Buyers must provide verifiable proof of their professional status in any of the relevant sectors (automotive, installer, etc.). 1.3 These General Terms and Conditions shall be deemed to have been communicated to the Buyer from the moment the Buyer is informed of the website where they are located or receives an offer from the Seller accompanied by these Terms and Conditions. Alternatively, these terms will be considered as communicated if the Buyer received them previously during the course of their business relationship with the Seller, and in all such cases, they will be considered accepted by the Buyer for all purposes upon placing their order. In the case of orders placed through the website, express acceptance is essential to confirm the order. Furthermore, these General Terms and Conditions of Sale will take precedence over the Buyer's general terms and conditions. 2. Products 1. Product Selection: The Buyer is solely responsible for selecting the product to be purchased, as well as for its intended use or function. Consequently, and in accordance with the information provided in its catalogs, price lists, and/or general product information, the Seller is not responsible for, nor does it guarantee, that the product is suitable for the technical applications intended by the Buyer, nor for achieving, in whole or in part, the objectives set forth by the Buyer when purchasing the products. 2. Restricted explosive precursors: “I hereby declare that the commercial product and the substance or mixture it contains will be used solely for the stated purpose, which is in any case a legitimate use, and will be sold or delivered to another customer only if that other customer makes a declaration of similar use, respecting the restrictions established in Regulation (EU) 2019/1148 for making available to private individuals.” 3. Order placement and scope of supply 3.1 The scope of the supply must be clearly specified in the Buyer's order. For the order to be considered valid, it must receive express acceptance from the Seller, except in cases where, given the recurring nature of the supply, this requirement has been waived by mutual agreement. 3.2 The supply includes the products in the order that are available within the agreed delivery period, except in cases where the Buyer's order, accepted by the Seller, explicitly includes additional documentation, information, support, or services. 3.3 Unless otherwise indicated by the Buyer, the Seller may include in the order any products pending delivery from previous orders that were not delivered due to lack of stock but are available at the time of order confirmation. 3.4 Once the order has been processed, any subsequent additions will be considered a new, independent order, subject to the general terms and conditions of sale. 3.5 The Seller's final order confirmation is subject to the availability of credit allocated to the Buyer by the Seller. The risk will be assigned unilaterally by the Seller based on financial information published by the Buyer in Public Registries or on updated credit reports provided by a reputable credit and surety company. If the Seller does not have sufficient credit or has exhausted it in previous orders, the Buyer will be informed immediately to reach a mutually agreed solution. 3.6 The weights, dimensions, capacities, technical specifications, and configurations relating to the Seller's products included in catalogs, brochures, leaflets, and technical literature are for guidance only and are not binding, except in cases where the Seller accepts a specific specification from the Buyer, which must form part of the order documents. 3.7 Any modifications and/or variations to the scope, deadlines, or other terms of an order proposed by one of the Parties must be notified to the other Party in writing and, to be valid, must be accepted by that Party. Modifications and/or variations resulting from changes in applicable legislation, regulations, and standards occurring after the date of submission of the corresponding offer will also be considered modifications and/or variations. If such modifications and/or variations impose additional or more onerous obligations on the Seller, the Seller will be entitled to an equitable adjustment of the contractual terms that fully reflects the consequences of the new or amended law or regulation. 4 Prices 4.1 Supply prices are net, excluding VAT or any other tax, duty, or fee, which will be added to the invoice at the corresponding rates. Any prices and rates that include any tax or fee will be expressly, clearly, and unambiguously stated. 4.2 The current price list governing the prices of the products offered by the Seller will be the one published on the Seller's website, taking precedence over prices printed on paper or any other medium. 4.3 Generally, unless otherwise stipulated in the order or agreed upon between the Buyer and the Seller as a result of their business relationship, Supply prices do not include transport, handling, or insurance and are considered ex-works at the Seller's premises. These prices are valid only for orders of all materials specified in the offer. 4.4 For orders delivered to mainland Spain, the Seller will set a minimum order amount above which transport costs will be covered by the Seller. 4.5 The Seller will set a minimum order amount. For orders below this minimum, the Seller will apply a fixed additional charge. The Seller will always inform the Buyer of this fixed additional charge before order confirmation. 4.6 For offers published prior to ordering, the quoted prices are valid for one month, unless expressly stated otherwise. If applicable, the payment terms specified in the offer will be considered fixed during this period. If the offered Supply consists of imported products subject to currency exchange fluctuations or the payment of duties and taxes, the quoted price will be adjusted accordingly. 4.7 The prices indicated in the offer are subject to the payment terms specified therein. If these payment terms are modified, the quoted prices will be subject to revision. 4.8 Once the Seller accepts the order, the Supply prices will be considered fixed and not subject to revision. However, a price revision will apply when: It has been agreed between the Buyer and the Seller. The scope of the Supply has been modified at the Buyer's request, and, in general, any variation and/or modification occurs as established in these Terms and Conditions. The prices have been quoted in a currency other than the Euro to the extent that its exchange rate has fluctuated against the Euro from the order date to the contractual invoicing dates for each milestone. 4.9 If the Buyer distributes products supplied by the Seller through a web platform, the Seller may discontinue the Supplies if it determines that the prices offered by the Buyer on this channel harm the Seller's commercial and communication strategy. 5 Payment Terms 5.1 The Seller's offer, or, if no offer exists, the Buyer's order accepted by the Seller, shall include the payment terms for the Supply. Payment terms previously specified within the framework of an ongoing business relationship agreement between the Buyer and the Seller may also apply. These payment terms must comply with the provisions of Law 15/2010 of July 5, amending Law 3/2004 of December 29, which establishes measures to combat late payments in commercial transactions, and in no case exceed the maximum payment periods established therein. 5.2 Unless otherwise agreed, payment shall be due upon delivery of the corresponding products by the Seller. 5.3 Payment will be made under the terms agreed upon by the parties, provided they are accepted by the Seller based on the Buyer's creditworthiness, determined unilaterally by the Seller through any means it deems appropriate, such as the Buyer's financial information available in Public Registries or provided by a credit insurer. 5.4 Payment will be made using the method agreed upon between the Buyer and Seller. In the absence of an agreement, payment will be understood to have been made either by transfer to the Seller's bank account or by debit/credit card payment through the Seller's POS terminal. If the agreed method is a direct debit from the bank account indicated by the Buyer, the Seller must first obtain a signed authorization from the Buyer to issue the corresponding draft. In any case, payment will be made without any deductions, such as unauthorized withholdings, discounts, expenses, taxes or fees, or any other deductions. 5.5 If, for reasons beyond the Seller's control, the delivery or receipt of the Supply is delayed, the contractual payment terms and deadlines shall remain in effect. 5.6 In the event of late payments by the Buyer, the Buyer shall pay the Seller, without prior notice and from the payment due date, default interest on the overdue payment, calculated in accordance with Article 7 of Law 3/2004 of December 29. Payment of this interest shall not release the Buyer from the obligation to make the remaining payments under the agreed terms. 5.7 If the Buyer defaults on agreed payments, the Seller may, at its discretion, temporarily or permanently suspend the shipment of the Supply or the performance of the services, without prejudice to requiring the Buyer to make the overdue payments and, where applicable, claiming additional compensation for this suspension of the Supply or performance of the agreed services. 5.8 If the Buyer remains in arrears for eight days after the Seller has formally requested payment, the Seller may demand immediate payment of all outstanding invoices, as well as advance payment for all deliveries not yet made under confirmed orders. 5.9 In the event of a deterioration in the Buyer's creditworthiness and/or solvency, and payment delays, the Seller may also require the provision of an additional guarantee or advance payment for orders. In any case, if the orders require supplies with specifications provided by the Buyer, the Seller may make the execution of these orders conditional upon the provision of an additional guarantee or, failing that, advance payment for the goods. 5.10 The mere filing of a claim by the Buyer does not entitle the Buyer to any suspension or deduction from the agreed payments. 6 Delivery Time and Conditions 6.1 The delivery time applies to the material placed in the position and under the conditions indicated in the order acceptance. If the delivery location is not specified therein, the Supply will be considered to be at the Seller's premises. For the delivery time to be binding on the Seller, the Buyer must have strictly complied with the payment schedule, if it includes any payment prior to shipment of the Supply. 6.2 The delivery time will be modified when: - The Buyer fails to provide the documentation necessary for the execution of the Supply within the established timeframe. - The Buyer requests modifications to the order, which are accepted by the Seller and which, in the Seller's judgment, require an extension of the delivery time. - The Buyer has breached any of the contractual obligations of the order, especially those relating to payments for the order in process or for previous Supplies. - Delays occur in the availability of all or some of the elements of the supply due to causes not directly attributable to the Seller. -By way of illustration, but not limitation, the following causes of delay are included: strikes, transport and service disruptions, failures in third-party supplies, failures in transport systems, floods, storms, riots, work stoppages by the Seller's or its subcontractors' personnel, accidental shutdowns at the Seller's facilities due to breakdowns, etc., and force majeure events as defined in applicable law and as set forth in Clause 14. In the aforementioned cases, extensions to the delivery period will not modify the payment schedule for the Supply. 7 Transfer of Risk and Transport 7.1 Unless otherwise stated in the invoice terms, the risk is transferred to the Buyer upon arrival of the goods at the destination specified by the Buyer for delivery or when the goods are made available to the Buyer at the Seller's facilities for collection by or on behalf of the Buyer. The risk is transferred even if the Buyer decides to postpone collection. 7.2 Any claims against the carrier, if discovered upon arrival of the goods, whether due to discrepancies in quantity or damage caused during transport, must: - Be made immediately on the delivery documents held by the carrier. - Be confirmed to the carrier by registered letter with acknowledgment of receipt within three business days following the delivery date. 7.3 If the products are ready for delivery, and the Buyer does not collect them or reach an agreement with the Seller for their storage at the Seller's facilities under agreed conditions, all storage costs, as assessed by the Seller, will be borne by the Buyer, who will also assume all risks to the stored goods. 8 Inspection and Acceptance 8.1 Upon receipt of the Supply, the Buyer shall verify its contents within a period not exceeding 10 working days from receipt in the case of conventional transport, to check for any defects and/or shortages that may be attributable to the Seller, immediately notifying the Seller of the existence of such defects and/or shortages. 8.2 If the Supply presents defects and/or shortages attributable to the Seller, the Seller shall take the necessary measures for their prompt correction. 8.3 Once 10 working days have elapsed from the Buyer's receipt of the Supply without the Seller having received written notification of any defects or shortages, the Supply shall be considered accepted, and the warranty period shall commence from this moment. 9 Return of Materials 9.1 Under no circumstances will the Seller accept returns of materials without prior agreement with the Buyer. A period of 15 days is established from the date the Supply has been received by the Buyer for the Buyer to notify the Seller of their intention to make a return and the justification for it, and to agree with the Seller, if applicable, on the return procedure. In any case, the Buyer's claims to the Seller must be made in writing and in a verifiable manner. 9.2 Returns or shipments of material to the Seller's facilities, whether for refund, replacement, or repair, must always be made freight prepaid. 9.3 In the event of a return due to an error in the order or for other reasons beyond the Seller's control, a charge of 15% of the net value of the returned material will be applied as a share of the inspection and restocking costs. 9.4 The Seller will not accept returns of materials whose original packaging has been altered in any way or whose packaging has been modified while in the Seller's stock. Exceptionally, if the Seller decides to accept the return of goods under any of these conditions, a 30% restocking fee will be charged on the net value of the returned goods. 9.5 The Seller will also not accept returns of products designed or manufactured specifically for the order, nor of discontinued products. 10 Guarantees 10.1 Unless expressly stipulated otherwise in the offer or order acceptance, the Seller guarantees the products supplied against defects in materials, workmanship, or assembly for a period of one year from the date of receipt, whether explicit or implicit (15 days after shipment to the Buyer without written notification to the Seller indicating any nonconformity). 10.2 The guarantee expressed in the previous section consists of the repair or replacement (at the Seller's discretion) of the items recognized as defective, whether due to material defects or manufacturing or assembly defects. Repairs are understood to be carried out at the Seller's facilities, with the Seller responsible for dismantling, packaging, loading, transport, customs duties, taxes, etc., incurred in sending the defective material to the Seller's facilities and its subsequent delivery to the Buyer. However, it may be agreed with the Buyer that the repairs and replacements of the defective item will be carried out at the Buyer's facilities. 10.3 The repair or replacement of a defective item in the Supply does not change the start date of the warranty period for the entire Supply, which will be as indicated in section 10.1. However, the repaired or replaced item will have a one-year warranty from the date of its repair or replacement. 10.4 When the warranty specified in section 10.2 consists of a replacement that, due to urgency, must be immediate, the Buyer undertakes to return the defective product or item within a period not exceeding 7 days from the date of delivery of the new product or item. In the event that the replaced part is not returned, the invoice for the replacement part will be issued. 10.5 Under no circumstances will the Seller be responsible for repairs carried out by personnel outside its organization. 10.6 Damage or defects due to normal wear and tear from use of the products are excluded from the warranty. Furthermore, damage and defects caused by improper storage or maintenance, incorrect or negligent storage or handling, misuse, use of unsuitable liquids and gases or improper flow or pressure, faulty assembly, variations in the quality of the electrical supply (voltage, frequency, disturbances, and the like), modifications made to the Supply without the Seller's approval, installations carried out or subsequently modified without following the product's technical instructions, and, in general, any cause not attributable to the Seller, are also excluded from the warranty, which will also be considered expired. 11. Limitation of Liability. The liability of the Seller, its agents, employees, subcontractors, and suppliers for claims arising from the performance or breach of its contractual obligations shall not, in the aggregate, exceed the basic contract price and shall not include damages for loss of profits, revenue, production, or use, cost of capital, downtime costs, delays, claims by the Buyer's customers, 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 other limitation of liability contained in any other contractual document that is contradictory or inconsistent with it, unless such provision restricts the Seller's liability to a greater extent. 12 Export Restrictions The Buyer acknowledges that the products supplied by the Seller may be subject to local or international provisions and regulations relating to export controls and that, without the necessary export or re-export authorizations from the competent authorities, the supplies may not be sold, rented, or transferred, nor used for any purpose other than that agreed upon. The Buyer is responsible for complying with such provisions and regulations. 13 Applicable Law These Terms and Conditions shall be governed by and construed in accordance with Spanish law. The parties expressly waive any other jurisdiction that may apply and submit to the jurisdiction of the Courts of Palma de Mallorca. 14 Force Majeure 14.1 In the event that the Seller is prevented, in whole or in part, from fulfilling its contractual obligations due to Force Majeure, the performance of the affected obligation(s) shall be suspended, without any liability on the part of the Seller, for such time as is reasonably necessary under the circumstances. 14.2 Force Majeure shall mean any cause or circumstance beyond the reasonable control of the Seller, including but not limited to, strikes by suppliers, transport and service providers, failures in third-party supplies, failures in transport systems, natural disasters, floods, storms, riots, strikes, labor disputes, work stoppages by the Seller's or its subcontractors' personnel, sabotage, acts, omissions or interventions of any kind by any government or agency thereof, accidental shutdowns of the Seller's facilities due to breakdowns, etc., and other force majeure events contemplated by applicable law that directly or indirectly affect the Seller's activities. 14.3 When a Force Majeure event occurs, the Seller shall notify the Buyer as soon as possible, stating the cause and its foreseeable duration. The Seller shall also notify the Buyer when the event ceases, specifying the timeframe in which the obligation(s) suspended as a result will be fulfilled. The occurrence of a force majeure event shall entitle the Seller to a reasonable extension of the delivery period. 14.4 If the force majeure event lasts for more than one (1) month, the Parties shall consult with each other to try to find a fair and appropriate solution to the circumstances, taking into account the Seller's difficulties. If such a solution cannot be found within the following 30 days, the Seller may terminate the order, without liability on its part, by giving written notice to the Buyer. 15 Environmental management of packaging and packaging waste The final holder in Spain of packaging waste or used packaging is responsible for its delivery for proper environmental management, in accordance with Law 11/1997, Royal Decree 782/1998, Royal Decree 252/2006 and related legislation. The final holder of packaging waste or used packaging in any other Member State of the European Union is responsible for its proper environmental management in accordance with Directives 1994/62/EEC of 20 December and 2004/12/EEC of 11 February and applicable national legislation. 16 Confidentiality The Parties shall treat as confidential all documents, data, materials and information provided by one of them to the other and shall not disclose them to any third party, nor use them for any purpose other than the fulfillment and development of the Supply, unless the other Party has given prior written consent. The foregoing shall not prevent the Seller from providing the Buyer's name and basic Supply details as part of its business references. 17 Termination 17.1 Either Party may terminate the order immediately by giving written notice to the other Party if the other Party materially breaches the order. 17.2 No breach of the order shall be considered material unless the breaching Party has been notified in advance in writing and has not remedied the breach within thirty (30) days of such notification. The following shall also be grounds for termination: - The dissolution and/or liquidation of either Party, except within the framework of mergers carried out within the Group to which each belongs. - The cessation of business of either Party. - The persistence of a Force Majeure Event or suspension for more than one (1) month from the date of receipt by one of the Parties of the first written communication sent by the affected Party. - Any other grounds for termination expressly stated in other Clauses of these Terms and Conditions. 17.3 In the event of termination due to a cause attributable to the Buyer or Force Majeure, the Seller shall be entitled to receive: - The amount corresponding to the value of the products already delivered in accordance with the prices established in the order. - The amount due for any outstanding products that the Seller is obligated to receive from its suppliers, once delivered to the Buyer. - The amount of any cancellation fees for orders placed by the Seller with its suppliers, when such cancellation is possible. - Compensation for any other damages suffered as a result of the Buyer's breach. Customer Service available Monday to Friday, from 8:30 a.m. to 1:00 p.m. and from 3:30 p.m. to 7:00 p.m. Tel.: +34 871 201 578 Email us: ventas@lubrimarkt.es