GENERAL TERMS AND CONDITIONS OF PURCHASE

1. DEFINITIONS:

In these General Conditions, “Supplier” is understood as the company, natural person or legal entity with whom an order is placed or the provision of a service requested, and “Buyer” as the company DINUMEC, S.L.

2. SCOPE OF APPLICATION

These General Conditions shall apply to all purchases and services agreed by the Buyer[1] and shall be binding on the Supplier from the time of acceptance of the order. Acceptance of the order implies the full knowledge and acceptance without reservation of these General Conditions.

The acceptance of these General Conditions by the Supplier assumes the immediate waiver by them of any general conditions of sale that could have been made public and agreed with the Buyer. The knowledge by the Buyer of the general conditions of the Supplier shall in no case be an exception to the waiver made.

Any conditions and specifications inserted by the Supplier in their delivery notes, invoices or other documents exchanged between the parties that contradict these general conditions or any covenants established in the Order or, as the case may be, in the appropriate contract, shall be null and void.

[1] It shall make express mention of these General Conditions in the orders.

3. SUPPLY CONDITIONS:

a.- PLACING AND ACCEPTANCE OF ORDERS: Only orders placed in writing in the Buyer’s forms will be valid. Verbal and telephone orders will only be binding when the Buyer confirms them in writing. In case of electronic signature, the requirements of regulations applicable to this category must be met.

Likewise, the Supplier undertakes to accept and confirm in writing all of the orders of the Buyer. Acceptance implies both acceptance of the order and these General Conditions.

The Buyer is not required to receive orders that have neither been accepted nor confirmed by the Supplier. However, if the materials covered by the order were received by the Buyer without prior acceptance or confirmation of the order by the Buyer, these General Conditions shall also fully apply to the operation.

The assignment or subcontracting, total or partial, of the order by the Supplier will require for its validity the prior written authorisation of the Buyer. The same conformity will be necessary for the validity of any modifications to both the content of the order and these General Conditions.

B.- DELIVERY TIME: The delivery times contained in the order are understood to be mandatory and constitute an essential condition of the operation. They will commence from the date of the order. Delivery is understood to be the moment when the Supplier physically delivers the materials to the Buyer to the place indicated in the order, or puts at its disposal the installation specified in the order received and in operation, accompanied by the user manuals and all the documentation necessary for correct use of the goods or services acquired, once a Buyer’s representative has taken charge of all this.

In the case of delivery of materials or installations that need to be assembled, and in the case also of provision of services, the date of receipt will be that indicated by the Buyer in the order.

The Supplier undertakes to deliver the materials within the previously established deadline and, if not, inform the Buyer of the delay in the delivery so that it can take appropriate actions on the potential impact that failing to comply with the previously established deadline may cause.

c.- GUARANTEE The Supplier shall ensure that it holds ownership of the goods and services that it is obliged to supply, that it has full availability over them and that they are free of all types of charges and encumbrances, not existing any obstacle that prevents the transfer of the free and peaceful use of them to the Buyer and marketing by it.

The Supplier shall also guarantee the quality of those goods and services and the fulfilment of the technical conditions and other contents in the order with respect to its operation and performance, as well as the absence of defects of any kind in the materials used and their design, manufacture and development.

The Supplier shall ensure it has the capacity to comply with the requirements of the products and services offered to the Buyer. It shall carry out a review before committing to the supply of the products and/or services contracted including:

- The requirements specified by the Buyer.

- The delivery times.

- The legal and regulatory requirements applicable to the products and services.

- Any differences between the requirements of the contract or order with the previously expressed orders (if any).

The Supplier undertakes to control the identity of the product and the traceability of requirements, including the implementation of changes identified.

d.- DOCUMENTATION: Ensure that the documented information (for example, requirements, design, verification, validation and acceptance documentation) is consistent with the actual attributes of the products and services.

e.- PREVENTION OF COUNTERFEIT PARTS: the Supplier shall plan, implement and control appropriate processes for the Buyer and the product, in order to prevent counterfeit parts or parts suspected of being so and their inclusion in products delivered to the customer, considering:

- Information from appropriate people in the know and the prevention of counterfeit parts.

- The implementation of a parts obsolescence programme.

- Controls for the acquisition of products supplied externally by original manufacturers or authorised distributors or other approved sources.

- Requirements for ensuring the traceability of parts and components to original or authorised manufacturers.

- Verification and testing methodologies to detect counterfeit parts.

- The tracking of counterfeit parts reported by external sources.

- The quarantining and notification of parts detected as counterfeit or suspected of being so.

4. SHIPPING, DELIVERY AND INSPECTION OF ORDERS:

a.- SHIPPING: Shipping and transport costs to the place of delivery will be paid by the Supplier, unless otherwise indicated in the order. Each delivery of material shall be accompanied by the corresponding notice or delivery note of the Supplier, indicating the content, price, order number and the number of packages. All risks inherent to the operation until the delivery at destination (DDU) of the goods in the contract in readiness for operation will be the responsibility of the supplier.

At the same time of the shipping of the material, installations, machinery or equipment, the Supplier shall send to the Purchasing Service that issued the order a copy of the notice of shipment or delivery note, as well as that of the Transport Agency, rail, bill of lading or air waybill accompanying the goods.

In the assemblies or provision of services it will also be necessary to send to the aforementioned Purchasing Service the works or execution of work certificates.

In addition, goods and equipment that require it, will be provided, in accordance with current legislation, with the instruction manual in Spanish, user guides, prevention manuals, etc.

b.- DELIVERY: Goods and products must be delivered on the date, in the place and in the conditions agreed in the Contractual Documentation. The Supplier is obliged to comply with the final delivery date and the partial delivery dates set out in the order.

All materials will be sent properly and carefully packed so that they arrive at their destination in the proper conditions. The Supplier will be responsible for any damage due to incorrect packaging. No charges will be accepted for transport insurance, packaging, coils, boxes, etc., that have not been previously communicated and accepted by the Buyer.

The Supplier will ensure, in the case of packages or difficult to handle material because of its size, weight or any other similar characteristics, that the delivery at destination will include its placement in the exact location determined by the Buyer, who shall provide sufficient means for that purpose. All costs arising from such operations will be included in the shipping and transport costs, unless agreed otherwise.

All these operations shall be carried out in strict compliance with the delivery times. Any type of delay in the delivery and availability of the material for these reasons will entitle the Buyer to contract the services necessary for this and pass on the cost to the Supplier.

No delayed deliveries or separate invoices will be accepted, unless this has been expressly agreed.

Each package must include the order number and the place of destination, as well as other possible references to which the order expressly refers.

c.- INSPECTION: The Buyer reserves the right to carry out, by itself or through authorised representatives, any inspections it deems fit during the construction process of the materials, installations, assemblies or provision of the services covered by the order. Inspections may be carried out in both the Supplier’s facilities and in those of its subcontractors, or in a place of assembly of the installations or provision of the services. This inspection does not exempt the Supplier from the guarantees provided or its full responsibility with respect to the adequate and full execution of the order. The Supplier is obliged to follow any recommendations made to it by the Buyer as a result of the inspections.

Once the delivery is made, the Buyer also reserves the right to test materials by its Quality Control Department and by the users during the period legally established for their verification. If the material or installation is rejected at destination, also in the case of provision of services, and after its completion any replacements or overhauls by the Supplier were necessary, all the costs would be met by the latter.

c1.- CONTROL OF EXTERNALLY SUPPLIED PROCESSES, PRODUCTS AND SERVICES: The Buyer shall ensure that the externally supplied processes, products and services conform to the requirements set forth in the order.

The Supplier shall require its external suppliers to apply the appropriate controls, as well as those that make up their supply chain, to ensure that the Buyer’s requirements are met.

The Buyer will determine and apply the criteria for evaluation, selection, performance monitoring and re-evaluation of external suppliers, based on their ability to provide processes or products and services in accordance with the requirements, retaining the documented information of these activities and any necessary action arising from the evaluations.

NOTE: During the selection and evaluation of external suppliers, the Buyer may use the quality data of the Supplier obtained from objective and reliable external sources, as evaluated by the Buyer (for example, information from accredited quality or process management systems certification bodies, approval of external suppliers by governmental authorities or customers).

c2.-TYPE AND SCOPE OF CONTROL: The Buyer shall ensure that externally supplied processes, products and services do not adversely affect the organisation’s ability to deliver consistently compliant products and services to its customers. Therefore, the Buyer will especially ensure the following:

- Externally supplied processes remain within the control of its quality management system.

- The controls that it intends to apply to an external supplier are defined.

- The potential impact of externally supplied processes and services and that they comply with the customer’s requirements and applicable legal and regulatory requirements.

- The verification activities of externally supplied processes, products and services must be carried out in accordance with the risks identified by the organization, including inspection or periodic testing, as applicable, when there is a high risk of non-conformities, including counterfeit parts.

c3.- VERIFICATION: The verification activities carried out by the Buyer include:

- The review of the objective evidence of the conformity of the processes, products and services obtained from external suppliers (for example: accompanying documents of the product, certificate of conformity, test reports).

- Inspection and auditing at the external supplier’s facilities.

- Review of the documentation required.

- Review of the verification, acceptance and production data of parts.

- Inspection of the products.

5. INFORMATION FOR EXTERNAL SUPPLIERS

The Buyer shall communicate to external suppliers its requirements for:

a.- The processes, products and services to be provided, including identification of relevant technical data.

b.- The control and monitoring of the external supplier’s performance to be applied by the organisation.

c.- The use of statistical techniques for the acceptance of the product and the corresponding instructions for its acceptance.

d.- The use of external suppliers approved or designated by the customer.

e.- Preventing the use of counterfeit parts.

f.- Acceptance and rejection criteria.

g.- Any type of monitoring and specific measurement required and instructions associated with its use.

6. PRICES

The prices indicated in the order will be firm and non-revisable, unless the Buyer proves the existence of a material error. If the order contains prices subject to review, the Buyer will notify the Supplier of the applicable formula, which shall be known and accepted by DINUMEC, S.L. prior to performing the operation. No upward adjustment of the prices not provided for in the order will be allowed in the invoices, unless prior written authorisation has been provided by the Buyer.

The prices include everything that is the subject of the contract and how much the seller must contribute or perform for compliance, including packaging, insurance and transport to the agreed place and only excludes the current VAT or customs, special or tariff duties that according to the Law must be paid by the end customer.

When unit prices have been established, the total amount of the contract will be that which results from applying said prices to the units actually supplied or executed.

7. BUYER’S PROPERTY

Models, equipment, implements, samples, manufacturing devices, tools, resources and instruments for measurement and testing, drawings, plans, designs, factory standards sheets, forms, printouts and other similar items, as well as materials, products or facilities belonging to the Buyer that have been made available to the Supplier for the fulfilment of the order, shall be understood as a deposit and will continue to be the full and exclusive property of the Buyer. In no case may the above property be reproduced or transferred to third parties without the prior written consent of the Buyer; its use will remain reserved for the Supplier for the exclusive purposes of processing the order and may not be known or used by persons not authorised by the Buyer.

The Supplier must keep all the information and above property with the necessary care and prudence, indicating that its property belongs to the Buyer, and shall return them to it immediately once the object of the order has been completed and supplied.

8. NOTIFICATIONS

All notifications from the Supplier to the Buyer shall be made in writing or by mail to the following address:

pedidos@dinumec.com

If any clause or condition included in the purchase order or order (including any contained in these general conditions) is considered null or not applicable, such nullity or lack of applicability will not mean the nullity or lack of applicability of the rest of clauses or conditions, which will be applied in their own terms when possible, or integrated in accordance with the Law and market practice.