General terms and conditions of sale

1 - DEFINITIONS.

For the purposes of these Terms and Conditions:

ADALIS Industrial Solutions, SAU: With NIF: A-08189359, a Spanish company with registered office at 08185 - Lliçà de Vall (Barcelona), Polígono Els Batzacs, Calle Xops number 5, and registered in the Mercantile Registry of Barcelona, in volume 35947, folio 48, page number 74861. info@adalisgroup.com

Client: Any natural or legal person who purchases products or services from ADALIS Industrial Solutions, SAU.

Standard product orders: Orders referring to ADALIS Industrial Solutions, SAU products, which usually appear in its catalogs, web, intranet or brochures, and do not require additional manufacturing or assembly processes.

Orders for non-standard products or special fabrications: Orders relating to ADALIS Industrial Solutions, SAU products that require any additional or special manufacturing or assembly process, at the specific written request of the Customer.

Additional costs: Expenses derived from concepts other than the base price of the product, accrued as a consequence of the Customer's order, such as: kits, units per package, special labels, non-standard packaging, or any other duly accredited concept.

2 - SCOPE OF APPLICATION AND VALIDITY.

2.1. All sales and supplies of products and/or services provided by ADALIS Industrial Solutions, SAU shall be governed by these general conditions of sale (hereinafter, the "Conditions"), except for those particular conditions that may be agreed with each Customer in the corresponding offer or in the acceptance of the order.

2.2. The Customer shall be deemed to have accepted these Conditions from the moment he/she has been expressly informed of their existence, either through the ADALIS Industrial Solutions, SAU website or through the offer or order itself.

2.3. These General Conditions shall remain in force until the termination of the contract between the parties and extinction of all obligations assumed by each party. These conditions may be modified, so it is the Client's responsibility to consult them periodically and, above all, when placing an order, since the Conditions in force at that time will be those applicable.

2.4. The non-incorporation in the order of the clauses of the general conditions or the declaration of nullity of any of the same shall not determine the total ineffectiveness of the contract, and the latter may subsist without the provision declared null and void.

2.5. Any condition proposed by the Customer other than these, which is not expressly accepted in writing by ADALIS Industrial Solutions, SAU, shall be ineffective and non-binding.

2.6. The documents issued by ADALIS Industrial Solutions, SAU other than these Conditions, such as: brochures, catalogs, quotations, technical specifications, drawings, etc., are for information purposes only and ADALIS Industrial Solutions, SAU reserves the right to modify them at any time, without prejudice to the particular conditions agreed with its Customers.

3 - ORDERS.

3.1. The order may be placed by the Customer through any means provided by ADALIS Industrial Solutions, SAU, including, but not limited to, e-mail, telephone, the Customer's own purchasing portals, chat, extranet provided to the Customer, store counter, etc.

3.2. The Customer when placing an order must detail as specifically as possible, in addition to the number of units and the place of delivery, the product or service requested from ADALIS Industrial Solutions, SAU as stated in the Catalogs, website, offers or consultations.

3.3. When placing the order, the Customer is informed of the price of the product or services ordered and of the shipping and delivery costs, committing, upon acceptance of the offer, to receive the products or services purchased and to pay the agreed price, including, if applicable, the delivery costs, without prejudice to what will be said regarding the possibility of cancellation in the following general condition.

3.4. For orders of non-standard products or special fabrications, the Customer shall also provide a detailed drawing and shall pay, if required, for the tooling prior to the start of production.

3.5. The offers, plans, drawings, designs, assemblies and any other documentation relating to the order made by ADALIS Industrial Solutions, SAU are its exclusive property as a result of its knowledge, in accordance with the provisions of general condition 15 of these Conditions. Therefore, the Customer may not transfer them to third parties without the express written consent of ADALIS Industrial Solutions, SAU.

3.6. The order shall only include the equipment and materials detailed in the offer or quotation expressly accepted by the Customer.

3.7. There is a minimum order amount of 50 euros. In the event that the amount of the order is lower, the indicated minimum will be invoiced.

4 - CANCELLATIONS AND MODIFICATIONS OF ORDERS.

4.1. Orders for non-standard products or special fabrications already accepted by ADALIS Industrial Solutions, SAU cannot be cancelled.

4.2. Cancellation of orders for standard products accepted by ADALIS Industrial Solutions, SAU will require your written consent. All cancellations accepted by ADALIS Industrial Solutions, SAU of standard products will entail an additional payment of 10% of the total amount quoted for handling fees. If the cancellation also entails any damage or loss, ADALIS Industrial Solutions, SAU may claim payment thereof from the Customer.

ADALIS Industrial Solutions, SAU will only accept modifications and/or variations of the design, scope, deadlines or other terms of an order if these are notified by the Customer in writing and with due notice. In the event that such modifications and/or variations impose additional or more onerous obligations on ADALIS Industrial Solutions, SAU, the latter shall be entitled to make an equitable adjustment of the contractual terms, both financially and in terms of the variation of the delivery time.

5 - DELIVERY.

5.1. ADALIS Industrial Solutions, SAU assumes the commitment to comply with the delivery times agreed with the Customer. However, the delivery times stated in any documents prepared by ADALIS Industrial Solutions, SAU are always indicative, and may be modified for reasons of production, delay in subcontracting, etc., a circumstance that is known and expressly accepted by the Customer so that any delays that may occur in the delivery of the products will not result in the termination of the contract or compensation or penalties of any kind.

5.2. The Customer accepts the shipment of partial lots of products when circumstances of service, production or storage so require.

5.3. In the event that additional costs are incurred as a result of an order of any kind, this shall be stated in the offer, quotation or order and such costs shall be borne by the Customer, who shall pay them together with the amount of the products supplied.

5.4. ADALIS Industrial Solutions, SAU reserves the right to deliver orders corresponding only to units packaged in multiples or corresponding to packaging lots in which the admissible packaging tolerance is more or less than 2%, as well as, in special productions, to deliver more or less than 10% of the quantities subject to each order, according to its availability at any given time.

5.5. If the Customer incurs in delays in the agreed payments or ceases its activity, ADALIS Industrial Solutions, SAU may suspend, provisionally or permanently, or cancel, at its option, the orders pending at that time, block the account and/or the supply of materials, without prejudice to require the Customer to make the overdue payments and to claim, where appropriate, additional compensation for the suspension or cancellation of the supply or execution of the agreed services.

6 - TRANSPORTATION.

Unless otherwise expressly agreed with the Customer, all goods shall be subject to INCOTERMS EX WORKS, and therefore travel at the risk and expense of the Customer, and ADALIS Industrial Solutions, SAU shall not be liable for any risk of deterioration or loss of the goods.

6.2. The products must be collected within a maximum period of 7 days from the communication to the Customer that they are available at the facilities of ADALIS Industrial Solutions, SAU, which may charge the Customer for storage costs and others that are generated, if the products are not collected within that period.

Without prejudice to the foregoing, if the Customer does not collect the products ordered from the warehouses and/or facilities of ADALIS Industrial Solutions, SAU within a maximum period of 21 days from the communication that they are at its disposal, ADALIS Industrial Solutions, SAU may demand performance or terminate the supply contract, in accordance with the provisions of general condition 13 hereof.

Damages and defects caused to the products from the time they are at the Customer's disposal shall be for the Customer's account.

6.3. All ADALIS Industrial Solutions, SAU products are delivered to the carrier after a thorough quality control and packaging, so that in the act of delivery the Customer must carefully examine and recognize the material received in terms of quality and quantity. In the event that, at the time of delivery, damage or defects in quantity or quality are detected in the packaging or in the product, the Customer must immediately notify ADALIS Industrial Solutions, SAU, stating this on the corresponding delivery note or, at the latest, within 4 days of delivery.

7 - PRICING.

7.1. The Customer may request at any time to ADALIS Industrial Solutions, SAU the price of the products or services in which he/she is interested. These prices will only be valid for the period indicated by ADALIS Industrial Solutions, SAU in its communications to the Customer. If no period of validity is stated, it shall be understood to be only 15 days.

7.2. The price invoiced will be, in any case, the price in force of the product at the time of the formalization of the order by the Customer and its acceptance by ADALIS Industrial Solutions, SAU.

7.3. The prices indicated to the Client will always be expressed in euros and will not include VAT or any other taxes, fees, transport costs, certificate or other concepts. Consequently, the price of the purchased product shall be increased with taxes and or fees in force at the time of purchase, as well as transportation costs or any other concepts that may apply.

7.4. ADALIS Industrial Solutions, SAU may modify the prices at any time, without prejudice to the prices agreed in the contracts in force with its Customers.

7.5. If during the manufacture of orders prices are modified due to fluctuations in raw materials or other reasons beyond the control of ADALIS Industrial Solutions, SAU, the Customer will be notified and will be obliged to assume this price increase.

Once ADALIS Industrial Solutions, SAU has communicated the modification of the prices of the order, the Customer will have a period of 15 days from the communication to express their disagreement, after which they will be considered validly accepted by the Customer for all purposes.

If the price increase is not accepted, ADALIS Industrial Solutions, SAU will value the work carried out with the relevant costs accrued up to that moment and will issue the corresponding invoice in the name of the Client, to be paid by the latter within a maximum period of 30 days from the date it is presented for collection. Once the invoice has been paid, the Client will have 30 days to collect the material. Once these 30 days have elapsed, ADALIS Industrial Solutions, SAU will be fully released to make use of the material, and the Customer will not be entitled to claim anything for this concept.

7.6. The prices of ADALIS Industrial Solutions, SAU products refer to units. In the case of products with packaging containing several units, the minimum sale price is one package and it will be expressly indicated if the sale price corresponds to the whole.

7.7. Any information relating to the prices of items that is published in any medium (catalogs, price lists, webshops, etc.) shall not be considered an offer. In case of divergences between prices, the price of the offer or order accepted by the Customer shall always prevail.

8 - TERMS OF PAYMENT.

8.1. The only valid payment conditions shall be those included in the offer, order or quotation expressly accepted by the Customer and ADALIS Industrial Solutions, SAU, and shall be governed by the provisions of Law 15/2010, of July 5, amending Law 3/2004, of December 29, establishing measures to combat late payment in commercial transactions.

If the conditions are not agreed upon, the Customer shall pay in advance and in cash.

8.2. In general and unless otherwise agreed in writing, ADALIS Industrial Solutions, SAU will invoice each Customer's order individually, issuing the invoice within 15 days from the date of the delivery note.

8.3. Invoice amounts are not subject to negotiation or discount.

8.4. All bank charges arising from non-payment shall be passed on to the Client.

8.5. In case of delay or breach of the agreed payments by the Customer, the Customer shall be obliged to pay to ADALIS Industrial Solutions, SAU, without the need for any prior notice and from the due date of payment, the default interest provided for in Article 7 of Law 3/2004 of 29 December. The payment of this interest shall not release the Client from the obligation to make the rest of the payments under the agreed conditions. Likewise, when the Customer is in default, it shall be obliged to pay ADALIS Industrial Solutions, SAU the compensation for collection costs provided for in Article 8 of the same Law.

8.6. ADALIS Industrial Solutions, SAU reserves the right to cancel any credit granted in case of non-compliance with payment deadlines or doubts about the solvency of the Customer, requiring immediate payment in advance of any goods ordered by the Customer.

9 - RETURNS AND RESALE.

ADALIS Industrial Solutions, SAU will not accept returns of any type of products or services, once received to the Customer's satisfaction or made available.

9.2. Exceptionally ADALIS Industrial Solutions, SAU may accept returns of standard products provided that each and every one of the following conditions are met:

• That there is a request for return by the Customer and ADALIS Industrial Solutions, SAU in turn accepts it in writing.
• That the returned product is deposited by the Customer in ADALIS Industrial Solutions, SAU's warehouse of origin within a maximum period of 7 days from its delivery.
• That the returns are made with the original packaging, the material unused and in perfect condition, accompanied by a copy of the delivery note.
• That the Reception Department and the Quality Control Department of ADALIS Industrial Solutions, SAU give their conformity to the returned product.
• That the Customer pays all costs incurred by the return, including handling fees as stipulated in general condition 4.2., as well as any damages that may have been caused to ADALIS Industrial Solutions, SAU for this reason.

9.3. In any case, ADALIS Industrial Solutions, SAU reserves the right not to accept the return, especially if its poor condition is due to defects in storage, conservation, transport or handling.

9.4. Returns travel at the risk and expense of the Customer, unless they are due to an error or cause attributable to ADALIS Industrial Solutions, SAU, in which case your written acceptance will be required.

9.5. In no case, returns of special manufactures, machined items, or in general any non-standard product will be accepted.

9.6. The reseller Customers are responsible for their relationship with the final recipient and may not transfer to ADALIS Industrial Solutions, SAU any liability arising from events subsequent to the delivery of the product, except as provided for in the cases expressly provided by law.

10 - WARRANTY.

10.1. Any complaint about the content of the delivery note or about the products or services purchased, must be made in writing to ADALIS Industrial Solutions, SAU, at the latest, within 4 days after delivery.

ADALIS Industrial Solutions, SAU guarantees the quality of its products according to the standards of their manufacturers who will decide whether to repair or replace the defective product.

10.3. In any case, in order to accept the replacement of a product, the conformity of the Technical Department and the Quality and Control Department of ADALIS Industrial Solutions, SAU shall be required, prior communication to the corresponding manufacturer.

ADALIS Industrial Solutions, SAU is not responsible for claims arising from inadequate product selection and/or poor assembly.

10.5. In any case, no claims will be accepted to ADALIS Industrial Solutions, SAU arising from damage to the products due to handling by the Customer and / or its employees, transport or third parties outside ADALIS Industrial Solutions, SAU.

10.6. The content of ADALIS Industrial Solutions, SAU catalogs (technical specifications, drawings, etc.) is informative and does not in itself generate any commitment or contract with the Customer.

11 - TREATMENT OF PACKAGING AND WASTE.

11.1. For the purposes of Royal Decree 782/1998, of April 30, which approves the Regulation for the development and execution of Law 11/1997 of April 24, 1997, on Packaging and Packaging Waste, it is explicitly stated that in all operations of sale or transfer of ADALIS Industrial Solutions, SAU Products, the final holder shall be responsible for the delivery of the packaging waste or used packaging for its correct environmental management.

12 - FORCE MAJEURE

ADALIS Industrial Solutions, SAU may suspend or delay the delivery of the products, due to Force Majeure, without any liability on its part for the time reasonably necessary under the circumstances.

12.2. Force Majeure shall mean any cause or circumstance beyond the reasonable control of ADALIS Industrial Solutions, SAU, including, but not limited to, strikes of suppliers, transport and services, failures in the supplies of third parties, failures in transport systems, natural disasters, floods, storms, riots, strikes, labor disputes, stoppages of the internal personnel of ADALIS Industrial Solutions, SAU or its subcontractors, sabotage, acts, omissions or interventions of any type of government or government agency, accidental stoppages in the workshops of ADALIS Industrial Solutions, SAU due to breakdowns or other causes not attributable to it and other causes of force majeure contemplated in the legislation in force that may directly or indirectly affect the activities of ADALIS Industrial Solutions, SAU.

12.3. In such a case, ADALIS Industrial Solutions, SAU undertakes to inform the Customer as soon as possible of the existence of the cause of Force Majeure, as well as its foreseeable duration. It will also communicate the cessation of the cause, specifying the time in which it will comply with the obligation(s) suspended due to the same.

13 - TERMINATION OF THE CONTRACT.

13.1. In case of breach by the Customer of any of its obligations, especially if it partially or totally defaults on ADALIS Industrial Solutions, SAU invoices, ADALIS Industrial Solutions, SAU may, upon three days' prior written notice, demand performance of the contract and full payment of the sums owed, plus interest for late payment as agreed, bank and administrative expenses accrued, or terminate it by right, requesting the return of the goods with transport costs to be borne by the Customer, together with all damages caused, and compensation equal to 10 % on the total price of unpaid orders, which is expressly agreed as a penalty clause.

13.2. The Customer shall also be entitled to terminate the contract in the event of breach by ADALIS Industrial Solutions, SAU of the obligations assumed contractually.

14 - LIMITATION OF LIABILITY.

14.1. The liability of ADALIS Industrial Solutions, SAU, its agents, employees, subcontractors and suppliers for claims arising out of the performance or non-performance of its contractual obligations shall not exceed, in the aggregate, the base contract price and shall in no event include damages arising from 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.

14.2. The limitation of liability contained in this clause shall prevail over any other limitation contained in any other contractual document that is contradictory or inconsistent with this clause, unless such provision further restricts the liability of ADALIS Industrial Solutions, SAU.

14.3. In the event that the products manufactured by ADALIS Industrial Solutions, SAU have been made based on designs, drawings or specifications indicated by the Customer, ADALIS Industrial Solutions, SAU shall not be liable if such products are not approved or do not meet the function or use intended by the Customer.

14.4. In any case, ADALIS Industrial Solutions, SAU is not responsible for and does not guarantee the electrical material required for the product requested by the Customer.

15 - INTELLECTUAL AND INDUSTRIAL PROPERTY.

15.1. All designs, plans, sketches, ideas, drawings, software, data and any other files that may constitute the object of the order are the exclusive property of ADALIS Industrial Solutions, SAU, expressly reserving the intellectual and industrial property rights. Consequently, the Customer may not use or dispose of them or make them accessible to third parties without the prior written consent of ADALIS Industrial Solutions, SAU.

16 - APPLICABLE LAW, COMPETENCE AND JURISDICTION.

16.1. These General Conditions shall be governed by Spanish law.

16.2. Any dispute that may arise from the application or interpretation of these Conditions shall be submitted to the jurisdiction of the Courts and Tribunals of the city of Barcelona, expressly waiving any other jurisdiction that may be applicable.