GENERAL TERMS AND CONDITIONS OF SALE OF BUGATOOL MACHINES SL

These General Terms and Conditions of Sale shall apply to any sale (new material or repair) made by Bugatool Machines SL., cancelling any other general conditions, including those of the buyer, unless they are in writing, signed by the parties and are dated after these.

I. Generalities

1. BUGATOOL's deliveries, services, and offers are expressly subject to the following conditions. These conditions also apply to all future business relationships, even if not expressly agreed upon again. At the very least, the conditions are considered accepted upon receipt of the goods or service. Any general terms and conditions of purchase of the Buyer supersede these conditions. Any discrepancies with these conditions are only valid if confirmed by BUGATOOL in writing.

2. BUGATOOL processes the Buyer's data, which relates to the commercial relationship, in accordance with regulations concerning the protection of personal data. Reference is also made to BUGATOOL's privacy policy at www.BUGATOOL.com

II. Offer and signing of contract

1. Unless otherwise stated, all BUGATOOL offers are valid for 30 days.

2. Models and tests are basic but non-binding information. Contracts will be binding after written order confirmation from BUGATOOL or delivery, although in the latter case the invoice serves as order confirmation.

3. The technical advice or technical planning services provided free of charge by BUGATOOL, whether written or oral, are non-binding, including with respect to any third-party intellectual property rights, and do not release the Buyer from the obligation to test BUGATOOL products for their suitability for the proposed processes and purposes.

III. Price

1. Prices are understood, unless otherwise agreed, as Ex works (Incoterms 2010) from the factory or warehouse in Spain, to which we must add packaging and transport, as well as any applicable taxes, unless otherwise stated in the offer.

IV. Payment terms

1. The payment terms for the contracted supplies will be those established in the specific terms agreed upon in the

Offers. Unless otherwise expressly agreed, the Buyer shall pay each of the amounts to which BUGATOOL is entitled upon presentation of the corresponding invoice, which shall include the cost of the supplies delivered, plus applicable national and provincial taxes. The amounts on each invoice shall include all ordinary and extraordinary expenses necessary for the delivery of the materials.

2. Any delay in payment will entitle BUGATOOL to charge late payment interest at a rate of five percentage points above the monthly active interest rate set by the Bank of Spain. In the event of partial or full non-payment of an invoice due, and after 48 hours of unsuccessful attempts to collect payment, BUGATOOL reserves the right to suspend future deliveries, without prejudice to its right to cancel all pending orders. Furthermore, in the event of late payment, all outstanding invoices or provisions will become immediately due and payable.

3. BUGATOOL's acceptance of orders from the Buyer is conditional upon the Buyer providing sufficient guarantees and agreeing to pay the price of the ordered products upon maturity. Consequently, if BUGATOOL has serious reasons to suspect payment difficulties on the part of the Buyer on the date of Order acceptance or at a later date (for example, due to a decline in the Buyer's financial standing), or if the Buyer ceases to provide the same financial guarantees as on the date of Order acceptance, BUGATOOL may make its acceptance or execution of the order subject to advance payment or the provision of payment guarantees in favor of BUGATOOL.

4. Bills of exchange and checks will not be accepted as payment. If payment by check (whether the payee's own or a third party's) is exceptionally agreed upon in writing, it will only be considered valid once the check has cleared. If a bill of exchange is accepted, no discount for early payment will be applied, and any bank charges incurred by BUGATOOL will be passed on.

5. BUGATOOL has the right to settle with the Buyer all active debts, including all debts that the Buyer may have against BUGATOOL for delivery or other special legal causes.

V. Delivery and compliance deadlines

1. The place of delivery shall be understood to be the registered office of BUGATOOL or its representatives. Deliveries will be made within the period specifically agreed with the customer or, failing that, as soon as BUGATOOL has the purchased goods available.

2. The delivery and performance period will be extended appropriately in the event of force majeure, such as actions taken within the framework of labor disputes, particularly strikes and lockouts, as well as in other circumstances beyond BUGATOOL's control. This also applies to circumstances affecting BUGATOOL's suppliers. If the delivery and performance period is significantly exceeded, BUGATOOL and the Buyer have the right to terminate the contract. In significant cases, BUGATOOL will notify the Buyer of the start and end of such obstacles as soon as possible.

3. The Buyer may terminate the contract without setting a time limit, if full performance is definitely impossible.
Furthermore, the Buyer may terminate the contract if, in the case of an order, partial delivery cannot be fulfilled and the Buyer has a legitimate interest in refusing the partial delivery. If this is not the case, then the Buyer must pay the contracted price corresponding to the partial delivery.

4. Supplies and services are subject to unimpeded performance by national and international regulations, particularly export control provisions, embargoes, or other sanctions. The parties undertake to provide all information and documentation necessary for export/transfer/import. Delays due to customs controls or authorization processes invalidate delivery times and deadlines.
If the necessary authorizations are not available, the contract remains open as far as the affected parties are concerned; the right to compensation for damages and losses, as well as any type of compensation for indirect losses or damages due to non-compliance with deadlines, is excluded for the reasons previously stated.

5. If, taking into account legal exceptions, the Buyer, after the expiration date, sets BUGATOOL a reasonable delivery deadline and this deadline is not met, the Buyer has the right to terminate the contract within the framework of the legal provisions. Any other claims resulting from the delivery delay are excluded.

6. The products, properly packaged and with the corresponding documentation, will be made available to the buyer within a maximum period of 30 days from the date of acceptance of the quote, unless otherwise stated therein.

7. The type of transport, shipping method, route of transport, as well as the type and volume of protective packaging required and the selection of the carrier, in addition to the packaging, are at BUGATOOL's discretion. This is done according to BUGATOOL's best judgment and standard shipping practices, excluding any liability. The goods will always be insured without the Buyer's express request.

8. The transport costs in any sale or repair will be borne by the buyer, and in the case of repair, the receipt of material on freight collect will not be accepted.

9. Partial deliveries are permitted.

VI. Transfer of risks

1. Unless otherwise agreed, the risk is transferred to the Buyer upon delivery to the transport agent or carrier, at the latest upon leaving the factory or warehouse.

2. Claims for incomplete, defective, or incorrect deliveries must be sent to BUGATOOL immediately and in writing within 10 days of receiving the goods. Otherwise, the deliveries will be considered accepted.

3. The buyer is obligated to verify the perfect condition of the delivered goods within 24 hours of signing for delivery. Furthermore, the buyer is obligated to add the phrase "subject to reservation" to all delivery notes. Failure to comply with the above will release BUGATOOL from any liability for any claims or defects arising from transport.

VII. Claims

In cases of defects and non-compliance, BUGATOOL is responsible as follows: 1. All parts or features that show a material defect within the warranty period will be improved or delivered again free of charge at BUGATOOL's discretion, provided that the cause is present at the time of delivery or within a period of less than thirty days.

2. In the event of claims for defects, the Buyer's payments may be withheld in a volume that is in appropriate relation to the material defects that have appeared.

3. First, BUGATOOL has the opportunity to replace the item within a reasonable timeframe. If replacement is not possible, the Buyer may reduce the refund to the replacement value communicated by Bugatool in writing.

4. Claims for defects are not admissible in cases of minor deviations from the agreed-upon specifications, minor limitations on use, natural wear and tear, or damage occurring after the transfer of risk, as a result of improper or negligent handling, excessive load, or unsuitable operating equipment. Claims may be rejected by BUGATOOL if the Buyer has not returned the defective part to BUGATOOL within four weeks of the request, except where this is impossible due to the condition of the part, the installation process, etc.

5. If BUGATOOL has to deliver according to drawings, models, mock-ups or using parts sent by the Buyer, then the Buyer must ensure that the intellectual property rights of third parties in the destination country are not violated.
BUGATOOL will inform the Buyer of any known rights regarding the goods. The Buyer must indemnify BUGATOOL against any third-party claims and pay compensation for any resulting damages. If a third party prohibits BUGATOOL from manufacturing or delivering the goods, alleging an intellectual property right, BUGATOOL has the right, without verifying the legal situation, to stop work until the legal situation is clarified by the Buyer and the third party. If, due to the delay, BUGATOOL is unable to continue fulfilling the order, it has the right to terminate the contract.

6. Unless otherwise agreed, BUGATOOL is obligated to deliver the item exclusively to the country of delivery, free from third-party intellectual property rights. If the use of the delivered item results in the infringement of intellectual property rights, BUGATOOL will, at its own expense, provide the Buyer with the right to continue using it or modify the delivered item in a manner suitable to the Buyer so that it no longer infringes third-party intellectual property rights.

VIII. Responsibility

1. BUGATOOL's liability is strictly limited to the specified replacement and repair obligations, and BUGATOOL is exempt from being liable to the buyer for any type of damage or loss such as personnel accidents, material damage, production losses, etc.

IX. Prescription

All claims by the Buyer, whatever the legal reason, are subject to the statutory limit of 12 months, unless the law provides for a shorter period.

X. Warranty

1. BUGATOOL guarantees to the buyer the correct functioning of the supplied product by replacing or repairing parts, at BUGATOOL's discretion, for a period of 18 months for new products, and 12 months for repaired parts, in both cases from the date shown on the delivery note.

2. The buyer must notify BUGATOOL in writing of any defects in the equipment and send it prepaid. All repairs, whether covered by warranty or not, will be carried out at BUGATOOL's facilities, unless otherwise agreed, in which case the buyer will be responsible for travel and accommodation costs. Once repaired, the equipment will be returned to the buyer freight collect.
The replaced parts will remain in the possession of BUGATOOL.

3. The warranty will not apply when the equipment is not correctly installed, has been used incorrectly or for a different application, or under abnormal operating conditions (incorrect supply voltage, water pressures).
abnormal conditions, excessive temperature, etc.), or the maintenance indicated in the SERVICE INSTRUCTIONS has not been carried out, or the equipment has been tampered with without BUGATOOL's written consent.

4. The warranty does not cover wear parts or parts that are part of the regular maintenance of the machine (filter elements, membranes, lubricants, HPL board).

5. Components and accessories not manufactured by BUGATOOL, and which bear their corresponding identification plate or mark, are covered by the warranty offered by their manufacturer. 6. Any intervention or repair carried out by a technician not affiliated with BUGATOOL or not authorized by BUGATOOL in writing, voids the warranty in its entirety.

7. BUGATOOL reserves the right to charge the storage fee for the product or repair if, after one month from the date the buyer is notified that the item is ready for collection, it has not been collected. This fee may be charged annually.
BUGATOOL will have the right to dispose of any uncollected material at the buyer's expense.

XI. Returns

No returns will be accepted without prior agreement between the parties, nor will returns of obsolete parts or products, or those manufactured according to a special order. Under no circumstances will returns with postage due be accepted.

XII. Intellectual and industrial property rights

1. BUGATOOL reserves all intellectual and industrial property rights over the drawings, models and similar information, which may only be made available to third parties with our prior consent.

2. From the sketches, drawings and tools developed by BUGATOOL, BUGATOOL claims the right of sole manufacture in all cases for the corresponding item.

The transmission or reproduction of this documentation, as well as the tools, evaluation, and communication of its content, is not permitted without express authorization. Any violation will result in liability for damages. All rights are reserved in the event of patent and use model registration. The Buyer warrants that the manufacture and delivery of items, made according to their specifications, do not infringe upon the intellectual property rights of third parties. Molds, patterns, and other devices remain the sole property of BUGATOOL, even if the Buyer has covered the costs.

3. Whenever BUGATOOL manufactures or produces models, molds, tooling, and other formwork to a customer's order, BUGATOOL charges a portion of the costs separately on the invoice. Since this cost sharing does not cover BUGATOOL's expenses for design, entry-level construction, or technical expertise and maintenance, the models and molds, as well as the tooling and accessories, remain the property of BUGATOOL. The same applies to modifications, as well as replacement models and subsequent tooling and molds. Tooling and mold costs, etc., are payable upon presentation of the invoice plus applicable value-added tax. If three years have passed since the last delivery of the manufactured item, BUGATOOL is not obligated to retain it.

XIII. Jurisdiction and others

1. The Buyer and BUGATOOL expressly submit, and expressly waive any other jurisdiction that may correspond to them, to the Courts and Tribunals of Barcelona, ​​Spain.
2. If the Contractual Buyer suspends payment or requests insolvency proceedings on its assets or an out-of-court conciliation procedure, then BUGATOOL has the right to terminate the contract on the unmade part.