RE04-IT09-02

1. OBJECT

1.1. These General Conditions of Sale (hereinafter, the “Conditions”) include the terms and conditions that will apply to the supply of all types of goods, equipment and materials (hereinafter, the “Products”) and/or the provision of all types of services (hereinafter, the “Services”) by PROINSENER Storage S.L.U, with address at P.A.M.A. C/ La Piñuela nº 25-28. 41870 Aznalcóllar, Seville, and with C.I.F. B-90023524 (hereinafter, PROinSENER), to any person or entity that places an Order with PROinSENER (hereinafter, the “Buyer”). Therefore, any other conditions that have not been expressly accepted by PROinSENER through its signature are void for all purposes and, in the event of a conflict between the provisions of these Conditions and any general purchase condition, what is established herein will prevail. document. On the contrary, it will take precedence over these Conditions and any others that PROinSENER and the Buyer have stated in a contract signed by both regarding the same Order.

1.2. These Conditions are considered to have been communicated to the Buyer from the moment he receives an Offer from PROinSENER accompanied by these Conditions. Alternatively, they are considered communicated if the Buyer previously received them in the course of their business relationship with PROinSENER, and in all these cases they are considered accepted by the Buyer, for all purposes, when placing their Order.

1.3. PROinSENER may modify these Conditions at any time prior to the Buyer placing his Order, by notifying him. Any subsequent modification will require the Buyer’s acceptance, which will be deemed given if no response is made to it.

1.4. In case of discrepancy with any of the Clauses of these Conditions, the Buyer must present with his Order a List of Exceptions in which he will clearly relate these. PROinSENER may reject any element of the List of Exceptions, which will notify the Buyer, who, if he does not agree, must express this in writing within two business days following receipt of the notification by canceling the Order.

1.5. The Buyer’s omission from this List of Exceptions will mean that he accepts each and every one of the Clauses of these Conditions.

1.6. The PROinSENER Conditions, unless otherwise agreed in writing, prevail over the Buyer’s general purchasing conditions that may appear in their Orders or other documents exchanged between the Parties, even after the submission of these Conditions.

1.7. These Conditions replace any other condition or previous agreement tacitly or expressly agreed upon by the Parties, which are considered null and void for all purposes.

2 OFFERS. ORDERS

2.1. PROinSENER will send its offers to the Buyer by email or any other means that allows proof of delivery. These will include the following documents: (i) the offer and (ii) these Conditions (collectively, the “Offer”).

2.2. All Orders must be made in writing. Unless stated against PROinSENER, they will be deemed accepted by it.

23. PROinSENER will not accept cancellations of Orders sent by the Buyer, unless PROinSENER expressly consents in writing. In the event that the cancellation of the Order is authorized, the Buyer must compensate PROinSENER for the expenses incurred in relation to it, plus an additional amount of 10% of the price of the canceled Order as a penalty clause.

2.4. Those specifications regarding the object of the Order (quantity, reference/s, price/s and description of the Products or Services) that are included in it will apply. However, PROinSENER will reserve the right to make any changes it deems necessary to an Order. If they are substantial, the changes will be promptly notified to the Buyer, who will have a period of 5 (five) days to reject them (in which case PROinSENER may cancel the Order), after which the substantial changes will be considered accepted.

3. DELIVERY

3.1. Unless PROinSENER specifies otherwise in the Offer, the delivery of Products will be made under INCOTERM Ex Works conditions. The Buyer will have the obligation to inspect the Product at PROinSENER facilities prior to delivery. The Products are considered compliant by the Buyer once they have been reviewed by them at the factory together with PROinSENER. In the event that the Buyer does not exercise its right to review the Product prior to delivery, it will be considered accepted by the Buyer, and delivered as long as it has been notified of its making available by PROinSENER.

3.2. PROinSENER will make its best efforts to deliver the Products and execute the Services within the established period, which will be estimated and non-binding, without in any case PROinSENER guaranteeing compliance with these. PROinSENER may make partial deliveries, pursuant to partial acceptances by the Buyer, and invoice the supplies partially, unless the Buyer, taking into consideration the interests of both Parties, cannot carry out a partial acceptance within reason. When the Products or Services have to be delivered or executed in phases, each delivery or execution will be considered as if it were a separate contract, so that defective delivery or execution by PROinSENER with respect to one or more of the deadlines will not give rise to per seal Buyer to consider all deadlines unfulfilled nor to terminate the contract as a whole early.

3.3. In the event of a delay in the delivery or execution of the Products or Services that are the subject of the Order attributable to PROinSENER, the Buyer may not apply any penalty, unless (i) both Parties have previously agreed in writing on this point or the delay is attributable to fraud or gross negligence, (ii) necessarily produces economic damages to the Buyer and (iii) the delay is directly and exclusively attributable to PROinSENER. In this case, the penalty will be the agreed upon one or, failing that, 0.1% per week, this penalty being the only possible compensatory action due to delay and never exceeding 10% of the price.

3.4. Unless PROinSENER’s delay can be seen as fraud or gross negligence, the Buyer may not refuse the supply of the Products or the execution of the Services, suspend compliance with its obligations – especially payment – or request the resolution of the relationship. contractual.

3.5. In the event of a delay by the Buyer in collecting the Products, PROinSENER will diligently guard them, although the risks will be understood to be transferred to the Buyer with the making available, and PROinSENER will not be responsible for any damage that they may suffer except for fraud or fraud. gross negligence. The delay will not in any way entitle the Buyer to delay payments in accordance with the schedule included in the Order, and the Buyer must compensate PROinSENER for the expenses that the delay causes.

4. PRICES AND PAYMENT METHODS

4.1. The sales prices of the Products and Services will be those established in the Order, or in the contract signed between PROinSENER and the Buyer. All prices are net, without including any type of tax, VAT, duty or fee, which will be subsequently reflected on the invoice with the corresponding rates. In those cases in which the delivery is not INCOTERM Ex Works, and unless otherwise stipulated in writing between the Buyer and PROinSENER, the supply prices will not include transportation, unloading, insurance or customs costs, which if contracted by PROinSENER would be account and risk of the Buyer, being subject to an additional charge on the sale price.

4.2. As a general rule, the prices included in the Offer prior to an Order will be valid for two (2) weeks, and during this period they will be considered fixed as long as the rest of the conditions of the Offer are respected in the Order. If the costs or materials used by PROinSENER for the execution of the Products or the provision of the Services are modified after the date of the Offer made by PROinSENER to the Buyer, and even once the Order has been formulated, PROinSENER may pass on said costs to the Buyer. increases prior notification to the same. In that case, the Buyer, within seven (7) days following receipt of said notification, may proceed to cancel the Order that it had placed, without any type of liability on the part of either Party towards the counterparty. However, if PROinSENER had already begun manufacturing the Products or performing the Services, the Buyer must compensate PROinSENER for any damages arising from the cancellation. In the event that the Buyer does not reject the increase in the price within the previously indicated period of seven (7) days, the new price will be considered accepted between the Parties for all purposes.

4.3. PROinSENER will issue an invoice for the Products made available to the Buyer and/or the Services performed for the Buyer, where payments will be made in the manner and terms established in the corresponding Order. The payment term is strictly adhered to. When said period is established in a number of days from the Order, it will be the date of the first version of the Order, unless, having undergone substantial changes, both parties have established otherwise in writing. If the set due date falls on a Saturday, Sunday or holiday in the place where the Buyer has its registered office, payment must be made on the last business day immediately preceding said Saturday, Sunday or holiday. Payment will not be considered effective until PROinSENER has received the amount in full and with immediately available funds.

4.4. The validity of the Orders for PROinSENER will be subject to the timeliness and effectiveness of the stipulated payments to be made by the Buyer. The payment term is an essential condition, therefore, if the Buyer fails to comply with any payment obligation, or does not make it on time or in full, PROinSENER will be authorized to suspend any commitment or obligation derived from the Order (with the consequent postponement of delivery dates) until the Buyer complies with its obligations, or even to cancel the Order, and all this without prejudice to PROinSENER’s right to collect damages suffered due to the Buyer’s non-compliance, insofar as they exceed of the interests to be paid by the Buyer, in accordance with section 4.6 below.

4.5. Payment conditions must comply with the provisions of Law 15/2010, of July 5, which establishes measures to combat late payment in commercial operations, without exceeding in any case the maximum terms established therein.

4.6. If the amount owed has not been paid in full on the established payment date, the Buyer will pay PROinSENER, without any requirement and from the payment due date, the corresponding late payment interest, which will be calculated as provided. in the aforementioned Law 15/2010, of July 5; all of this without prejudice to any other right that corresponds to PROinSENER, including the right to recover any judicial and/or extrajudicial costs that may be incurred to recover the amounts owed. The payment of this interest will not release the Buyer from the obligation to make the rest of the payments under the agreed conditions.

4.7. PROinSENER expressly reserves ownership of the Products, which will continue to be its property, until the Buyer has verified full payment of the agreed price. Consequently, the Buyer will refrain from carrying out any act of transfer by any title, disposition or encumbrance with respect to the Products, as well as from using or integrating them in any installation, as long as any amount of the price is pending payment. If the Buyer files bankruptcy proceedings, it will refrain from including the Products in its assets, as they are the property of PROinSENER. In the case of provision of Services, PROinSENER will have the right of retention in pledge in the case provided for in art. 1,600 of the Civil Code.

4.8. In general, failure by the Buyer to comply with the terms of an Order will entitle PROinSENER to paralyze ongoing production or delay any delivery of Products or provision of Services that is pending with the Buyer due to other Orders, until it has been corrected. non-compliance.

5. WARRANTY

5.1. PROinSENER guarantees that the Products and Services meet the mutually agreed specifications and that they will be delivered or provided free of defects. The warranty period will be two (2) years from the making available of the Products or provision of the Services, as long as the Buyer complies with the Maintenance and Warranty Manual that PROinSENER sends to the customer for that specific supply.

5.2. This limited warranty will not apply to the Products or their components:

that, in the sole opinion of PROinSENER, have been repaired or manipulated by personnel other than PROinSENER without its express prior authorization;

when the deficiency was due to accident, misuse, abuse, negligence or natural wear and tear;

that have been installed, manipulated or used in a manner contrary to the instructions issued by PROinSENER, or that do not comply with the instructions issued by PROinSENER regarding operation and maintenance;

or that have been subjected to unusual or undue physical or electrical stress, or environmental conditions that do not meet the requirements set forth in PROinSENER manuals and instructions.

5.3. PROinSENER will not be responsible for damage caused by third parties, atmospheric discharges, excessive voltage, chemical influences or loss and damage in transit. The warranty will not cover the replacement of parts subject to natural wear. PROinSENER will not guarantee the sale of used Products. If the Products have been manufactured or the Services provided by PROinSENER based on information, designs, drawings, models or other specifications provided by the Buyer, PROinSENER’s warranty will be restricted to non-compliance with the Buyer’s specifications.

5.4. PROinSENER’s sole obligation and Buyer’s sole remedy under the warranty shall be, at PROinSENER’s option, to either repair at PROinSENER’s facility or replace under INCOTERM Ex Works conditions, without additional charge, the defective Products (or the defective part of the Products). PROinSENER will not assume any transport, stay or maintenance costs for itself or others for the repair or replacement of the equipment under warranty.

5.5. The Buyer must demonstrate that the failures or defects have arisen exclusively as a direct consequence of errors or lack of due diligence on the part of PROinSENER. PROinSENER must, in accordance with the provisions of these Conditions and during the warranty period, repair the material defect in the Products or in the provision of the Services derived from a design, material or workmanship provided by PROinSENER that is defective and/or that impair the operation of the affected Products. Unless Spanish legislation establishes otherwise, claims due to defects that produce insignificant deviations or damages in use will not be entertained.

5.6. The repair or replacement of a defective item does not change the start date of the warranty period for the Products supplied or the Services provided. The Products – or the parts thereof – repaired or replaced, or the Services provided again will have a guarantee from the date of repair, replacement or provision equal to the warranty period that remains on the defective or replaced Product or the Services initially provided. until the deadlines stipulated in these Conditions are met.

5.7. As an exception to the guarantee described above, when the Products delivered have not been manufactured by PROinSENER, the latter will be limited to assigning to the Buyer the guarantees that the corresponding manufacturer would have granted to PROinSENER, and the latter will not be responsible for ensuring that the use of the Products does not infringe any right or patent of intellectual or industrial property of third parties.

6. INDUSTRIAL AND INTELLECTUAL PROPERTY

6.1. Any and all technologies, processes, methods, formulas, designs, specifications, patents, trademarks, copyrights, rights over designs, inventions, business secrets, know-how, information involving intellectual and industrial property and any confidential information (hereinafter , the “Intellectual Property”), whether they have been delivered by PROinSENER to the Buyer to enable the execution of the Order, or if they have been developed with the participation of the Buyer himself on the occasion of the execution of the same, will maintain at all times their character of confidential information and will be the exclusive property of PROinSENER.

6.2. The Buyer expressly acknowledges and accepts that it will not use the Intellectual Property or any other confidential information received and/or developed on the occasion of the execution of the Order for, in general, any purpose other than the strict fulfillment of the Order. In particular, the Buyer expressly acknowledges and accepts that it will not use the Intellectual Property to provide any third parties with goods and/or services without prior written authorization from PROinSENER, and that if the circumstance arises, such illegitimate use will imply behavior objectively contrary to the requirements of good commercial faith, improper use of the efforts of others, and a flagrant violation of industrial/business secrets, as established in articles 11.1, 11.2, and 13 of Law 3/91, on Unfair Competition, and 3 of Law 1/19, on Business Secrets, all without prejudice to any other actions that by law could assist PROinSENER.

7. CONFIDENTIALITY

7.1. In relation to each Offer, any information that may become known to both PROinSENER and the Buyer through any type of media, format or support, including verbally or by own inspection, directly or indirectly, is considered “confidential information”, and is the property of the Party providing the information. This confidentiality obligation will apply for a maximum period of five (5) years following the placing or cancellation of the Order, regardless of the cause.

8. DATA PROTECTION

8.1. Both Parties undertake to keep the most absolute secrecy of all information about personal data to which they have access in compliance with the Conditions, to provide it only to authorized personnel, and to observe all the legal provisions of the new European Regulation (EU). 2016/679 of April 27, 2016, and Organic Law 3/2018, of December 5, 2018, on the Protection of Personal Data and Guarantee of Digital Rights, with any subsequent modifications.

9. APPARENT VICES

9.1. Within forty-eight (48) hours following delivery of the Products, the Buyer will notify PROinSENER of the existence of apparent defects.

9.2. Apparent defects or defects are understood to be those referring to a lack in the number of pieces of the Products or a defect in the quality of the Services or condition of the Product, which can be appreciated through visual inspection or a minimum control upon delivery of the Products. to the Buyer.

9.3. If the claim is not made within the aforementioned period, it will be understood that the Product has been received in perfect condition.

10. RETURN OF PRODUCTS

10.1. In no case will PROinSENER accept returns without prior agreement in this regard with the Buyer and prior to the signing and delivery of the authorization document for PROinSENER returns.

11. RESPONSIBILITY

11.1. PROinSENER’s liability for claims arising from compliance or non-compliance with its contractual obligations will not exceed in its entirety the price of the Product or Service causing the damage or loss, and will not in any case include indirect or consequential damages that may arise as a result of the supply, non-delivery or provision, or defective delivery or provision of the Products or Services, indicating by way of illustration, but not limitation, the loss of production or income, lost profits, costs of shutdowns or inactivity, or, in general , losses of any kind that the Buyer may suffer, etc.

11.2. Outside of cases arising from lack of conformity of the Products or Services, any claim for damages made by the Buyer is expressly excluded when there is no gross negligence or fraud.

11.3. The Buyer will be solely responsible, exonerating PROinSENER as far as appropriate, for damages to third parties resulting from improper use, storage, conservation or manipulation of the Products by the Buyer.

11.4. All responsibility of PROinSENER will end with the expiration of the corresponding warranty period. However, when before that date the Buyer has notified the initiation of a judicial action or arbitration under these Conditions, it may execute the resolution that may be issued against PROinSENER, although only within the year following the termination. of said warranty period.

12. TERMINATION AND RESOLUTION

12.1. Without prejudice to other termination rights granted in these Conditions, the existing contractual relationship between the Parties will be terminated immediately and will be effective, upon written notification, in the following cases:

– by one Party, if the other Party materially breaches these Conditions, after a period of thirty (30) business days has elapsed from the date of written notification of the breach without it being remedied, or automatically, if the correction within said period is not possible;

– by a Party, upon the initiation of the liquidation of the other Party, or if there is an order or agreement to proceed with its liquidation, intervention or dissolution, or if it becomes insolvent (“in a state of insolvency”) in accordance with the article 2 of the Spanish insolvency legislation (Law 22/2003, of July 9, Bankruptcy); In all these cases, the part of the price that is pending payment under these Conditions will be due in advance and must be paid immediately, unless otherwise agreed in writing by the Parties.

13. INDEMNIFICATION

13.1. The Buyer will indemnify and hold harmless PROinSENER against losses, damages and other costs regardless of their nature (including legal fees and expenses) arising from the Buyer’s breach of a clause of these Conditions, or from negligence, malpractice or shares of the Buyer, its partners, administrators, directors, employees or collaborators. The same will apply to loss, cost or expenses assumed by PROinSENER for claims made by a client of the Buyer, in which said loss, cost or expense exceeds the limits of responsibility of PROinSENER established in these Conditions, including, without limitation, the provisions relating to the guarantee.

14. FORCE MAJEURE

14.1. If PROinSENER suffers a difficulty or delay in fulfilling its obligations under these Conditions due to a case of Force Majeure, its obligations will be suspended while the Force Majeure continues. PROinSENER will notify the Buyer as soon as possible, expressing said cause and its foreseeable duration.

14.2. Force Majeure shall be understood as any circumstance beyond the control of PROinSENER that prevents, temporarily or permanently, the execution of all or any of PROinSENER’s obligations towards the Buyer, regardless of whether or not these circumstances were foreseen at the time of conclusion. of an Order, agreement, contract, etc., such as, and without limitation: government measures, rejection, revocation or cancellation of permits, business closure, forced closure of all or part of the company, war or threat of war, fire, transportation problems, accidents, strikes and labor disturbances, lack of personnel, embargoes, temporary or permanent non-delivery of samples, non-provision of services by third parties without taking into account their cause, defects and/or breakdowns in material, machinery, systems and /or software and hardware, and absence or lack of material with which the Products are manufactured or the Services are provided.

14.3. When a Force Majeure Event substantially alters the economic aspect of an Order or considerably affects the Buyer’s business, the contractual relationship between the Parties will be adapted taking into account the principles of reasonableness and good faith. In the event that PROinSENER considers that said alteration or affectation, or its substantiality, is not duly justified, it may refuse said adaptation and will have the right to terminate the contractual relationship. If PROinSENER wishes to exercise its right of termination, it must notify the Buyer without delay. All of the above will also apply when an extension of the delivery period has been agreed with the Buyer.

14.4. If the effects of the Force Majeure cause extend for a period of more than three (3) months and PROinSENER cannot deliver the Product or provide the Service, it may, at its free choice, either extend the delivery period. or provision during the Force Majeure period or terminate the contractual relationship.

14.5. In any case of termination of the contractual relationship due to Force Majeure, PROinSENER may demand payment for partial deliveries or services that have been made, without the Parties being able to claim damages or losses arising from the resolution.

15. APPLICABLE LAW AND JURISDICTION

15.1. These Conditions will be governed in all cases by the common laws of the Kingdom of Spain, without regard to the referral that its conflict rules may make to another law. The Parties expressly exclude the application of the Vienna Convention of April 11, 1980, relating to contracts for the international sale of goods.

15.2. For any discrepancies or disputes that may arise between the Parties due to the interpretation, execution and/or compliance with these Conditions, both Parties, excluding any applicable conflict of laws rules and regulations and expressly waiving their own jurisdiction, expressly and voluntarily submit to the jurisdiction of the Courts and Tribunals of the city of Seville, also renouncing the provisions of Regulation No. 593/2008 of June 17 of the European Parliament and of the Council on the Law applicable to contractual obligations.