Terms and Conditions

• Terms And Conditions GLOBAL

  A. General conditions

   

  1. The contract

   

  1.1. These General Conditions shall apply to any contract entered into by FINANZAUTO, SAU with its Clients ("the Contract"). The term "Contract" includes any document agreed upon between FINANZAUTO, SAU and its Clients (jointly "the parties"), which implies one or more obligations to give, do, or refrain from doing anything for one or both parties (for example, obligations arising from contracts for the sale or rental of equipment or spare parts or the provision of repair or maintenance services), even if said document does not bear the name "Contract," but any other name such as, but not limited to, "offer," "quote," or "valuation," once accepted by both parties. The term "FINANZAUTO, SAU" includes, for the purposes of this document, not only the company FINANZAUTO, SAU but also any of the companies controlled by FINANZAUTO, SAU. A company controlled by FINANZAUTO, SAU is understood to be one in which FINANZAUTO, SAU owns at least 51% of its shares or interests, such as, among others, the company ALAYAN RENTAL SLU.

  
  1.2. If the Contract involves repairs or other interventions by the technical service of FINANZAUTO, SAU, the following will apply:?Additionally , the "Contract Conditions of FINANZAUTO, SAU for Repairs and other Technical Service Interventions", mentioned in section B. of this document. If the Contract includes the sale of spare parts and accessories, the following will apply:?additionally ,?the " Contract Conditions of FINANZAUTO, SAU for the Sale of Spare Parts and Accessories", mentioned in section C. of this document. If the Contract includes the rental of machinery without an operator, the following will apply :?additionally ,?the "Terms and Conditions for the Rental of Equipment without an Operator" mentioned in section D of this document. All of these General Conditions, together, are hereinafter referred to as the "Terms and Conditions of FINANZAUTO, SAU".

  
  1.3. The Agreement and the Terms and Conditions of FINANZAUTO, SAU constitute the entire agreement applicable to any Agreement, so that under no circumstances will any clauses, terms and conditions that the Client may incorporate into its documents (for example, an order document or an acknowledgment of receipt) be applicable to it, unless expressly accepted in writing by FINANZAUTO, SAU. Under no circumstances will such acceptance be deemed to be granted by the agreement given through the sending of a mere email. Under no circumstances will such acceptance be deemed to be granted tacitly.

  
  1.4. Any conflicts between the provisions of this document and any conditions that the Client may incorporate into the documentation relating to the goods or services covered by the Contract (when, in accordance with the provisions of the preceding paragraph, they are expressly accepted by FINANZAUTO, SAU in writing) shall be resolved in favor of the provisions of this document, unless otherwise expressly agreed in writing and signed by the parties. Any clause that contradicts the foregoing shall be deemed void.

  
  1.5. The Contract will enter into force when the first of the following events occurs:
  * The signing of the Contract.
  * The issuance of an order document, once expressly accepted by FINANZAUTO, SAU, when the Contract has not been signed by the Client.
  * The acceptance, by FINANZAUTO, SAU, of a total or partial payment made by the Client.
  * The delivery of material or the commencement of the provision of services by FINANZAUTO, SAU

  
  1.6. Any technical specifications, illustrations, graphs, drawings, designs, price lists, performance figures or tolerances, or any other technical data supplied by FINANZAUTO, SAU in connection with any Contract, whether in writing or otherwise (the "Data"), do not form part of this Contract and shall be deemed to have been provided to the Customer for information purposes only, unless the parties have expressly, unequivocally agreed in writing to grant them contractual value. FINANZAUTO, SAU under no circumstances guarantees the accuracy of the Data or the absence of errors therein. Nor do any Data supplied by the Customer form part of this Contract, unless the parties have expressly, unequivocally agreed in writing to grant them contractual value. Any authorization or approval of Data supplied by the Customer via email shall be deemed null and void.

  
  1.7. In the event of any inconsistency between the documents forming part of the Contract, they shall be interpreted in the following order of precedence:
  * The Contract.
  * The Terms and Conditions of FINANZAUTO, SAU
  * The Terms and Conditions of the Client, when they are applicable because they have been expressly accepted in writing by FINANZAUTO, SAU. In any case, the existence of a clause, term or condition of the Client, contrary to the provisions herein, by incorporating a different rule of precedence, will be understood as null and void, even if the Client's document that includes said clause, term or condition has been accepted by FINANZAUTO, SAU, unless, in a specific manner, express and written consent has been given, in addition, to the same.
  * The Data, when, in accordance with the above, they have contractual value.

  
  1.8. The deadlines established in the Contract, whether for delivery or for the completion of repair and maintenance services, shall be considered approximate and shall not be construed as essential terms of the Contract, unless the parties have expressly, unequivocally, and in writing designated them as essential.

  
  2. Limitations and exclusions of liability (The client must read this clause carefully)

  
  2.1. The maximum aggregate liability of FINANZAUTO, SAU for any reason, including contractual liability arising from this contract, and any penalties that the buyer and FINANZAUTO, SAU may have agreed upon, shall in no case exceed the lower of the following amounts: 1. 50% of the amount invoiced by FINANZAUTO, SAU for the good or service from which such liability arises, excluding indirect taxes. 2. Three hundred thousand euros ( 300,000). 3. In the case of periodic maintenance services, the amount resulting from the sum of six monthly payments, excluding indirect taxes. 4. In the case of the sale of goods, 50% of their replacement cost . Any clause that contradicts the above global limit of liability shall be deemed not to have been included.

  
  2.2. FINANZAUTO, SAU is not liable under any circumstances for present or future loss of profits or for indirect or consequential damages.
  For the purposes of interpreting this clause, the following definitions apply:
  a. Direct damages or consequential damages are any damages and losses suffered by the goods or equipment subject to the contract of sale, supply or provision of repair services, for which a claimant would have to be compensated to restore them to the condition they were in before the harmful event or, where appropriate, to compensate for their loss.
  b. Indirect or consequential damages are any damage caused to goods other than the machinery or equipment sold, supplied or repaired, that is, any damage that does not affect the substance or material thereof.
  c. Loss of profit is the foreseeable future profit that has not been obtained as a result of the harmful event, such as any loss of income, profit, productivity or production, business interruption, loss or decrease in goodwill or business opportunity, cancellation of contracts, decrease or loss of the value of shares, loss of opportunity or use or any losses resulting from delay or postponement.

  
  2.3. FINANZAUTO, SAU is not liable, under any circumstances, for any damages, expenses, or costs that the Client or its employees, directors, or officers may incur as a result of FINANZAUTO, SAU's activities carried out in accordance with instructions given by the Client. The Client is solely responsible for any damages, expenses, or costs arising from errors, omissions, or defects in such instructions.

  
  2.4. FINANZAUTO, SAU is not liable under any circumstances for the impossibility of fulfilling contractual obligations as a result of a fortuitous event or force majeure. For these purposes, a fortuitous event shall be understood as one that, in accordance with what is usually understood as reasonable, could not have been foreseen, but which, if foreseen, would have been avoidable, and force majeure, as one that, even if foreseen, would be unavoidable. Among others, force majeure shall be understood, by way of example only, as strikes, demonstrations, shortage of materials on the market, lack of supply or delay in delivery by the manufacturer (hereinafter, "OEM" - from the acronym in English "Original Equipment") . Manufacturer "-), power outages, fires, floods, earthquakes, wars, pandemics, delays in land, air or sea transport companies (both national and international), work accidents or any other nature, delay or non-compliance with contractual obligations by companies subcontracted by FINANZAUTO, SAU or its suppliers, sabotage, explosion, blockades, embargoes, coups d' tat, invasions, or acts of terrorism.

  
  2.5. The provision of repair, maintenance or any other type of technical service by Finanzauto , SAU automatically implies the waiver, on the part of the Client, of any type of liability for any repair services provided on the same item in the past, or the waiver of continuing with any claims that may have already been made in relation to the same, unless the parties have expressly agreed in writing that the provision of new repair services does not imply such waivers.

  
  2.6. FINANZAUTO, SAU is not responsible, in any way, for damages arising, directly or indirectly, from the lack of maintenance or defective maintenance by the Client of the goods supplied, in accordance with the tasks described in the manuals and technical information of the OEM. The lack of maintenance or defective maintenance of the goods supplied, by the Client, entails the automatic loss of any type of guarantee that may have been granted, as well as the waiver, in the broadest terms admitted by law, of demanding any type of liability from FINANZAUTO, SAU related directly or indirectly with the lack of operation or defective operation of the same , or with possible damages caused by them.

  
  2.7. FINANZAUTO, SAU shall not be liable, under any circumstances, for any damages that may arise, directly or indirectly, from either the Data provided by FINANZAUTO, SAU or the Data provided by the Client, unless they have been given contractual value in accordance with the agreement between the parties as described in clause 1.6. In the latter case, the resulting liability shall also be subject to the exclusions and limitations of liability described in the preceding paragraphs.

  
  2.8. The Client acknowledges and accepts that the above provisions have been clearly expressed, that they understand them, and that they accept them. The Client understands that the price and contractual conditions of FINANZAUTO, SAU are subject to such acceptance, and that without it, no goods or services would have been offered.

  
  2.9. The limitations and exclusions of liability contained in this section shall also be deemed to be granted for the benefit of any employee, director, officer, or company of the TESYA Group.

  
  2.10. Any clause that contradicts the above shall be deemed void unless its modification is expressly and specifically agreed upon by the parties in writing.

  
  3. Warranty and deadline for inspecting delivered items

  
  3.1. Unless expressly stated otherwise by FINANZAUTO, SAU, and provided that it is permitted by law, the goods supplied are delivered or provided without any warranty.

  
  3.2. When the supply of a specific good is offered with a specific warranty, FINANZAUTO, SAU guarantees that said good is free from defects, with the content and exclusions mentioned in the OEM certificate. The warranty will include, exclusively and when appropriate and at the discretion of FINANZAUTO, SAU, the repair or replacement of the product. Under no circumstances are any indirect costs included in the warranty, such as, among others, travel, maintenance, towing, crane rental, and/or scaffolding, except in cases expressly provided for in the OEM warranty.

  
  3.3. The Client has one day, starting from delivery, to conduct an in-depth inspection of the goods. After this full day (24 hours), the goods or service will be deemed accepted, and the Client may not, under any circumstances, claim that they have been delivered something different from the one agreed upon ( aliud pro alio ). Any inconsistency or non-compliance of said goods or service with the agreement must be addressed within this period. The Client is aware that the products supplied by FINANZAUTO, SAU are complex and sometimes include minor auxiliary equipment (such as air lines) whose specifications may not exactly match the technical specifications offered. Therefore, it is important that the Client conduct the indicated in-depth inspections within this period, especially if any element is especially important or relevant to their business. The Client acknowledges and accepts that, after this period, FINANZAUTO, SAU will not correct or replace the delivered goods or services, except if there is a defect under warranty, if applicable.

  
  3.4. The Customer has a non-extendable period of one week, starting from delivery, to verify the existence of any hidden defect or flaw in the delivered goods or service provided and waives the right to remedy hidden defects beyond this period, without prejudice to the coverage of the corresponding warranty, where applicable.

  
  3.5. The Client is a professional in their sector of activity, and it is their exclusive responsibility to know whether what they acquire is valid for the purpose of their activity. FINANZAUTO, SAU simply delivers what is requested, without guaranteeing in any way that the supplied good is valid or useful for said purpose or activity, even if it knows what the purpose or activity of the Client is. In particular, by way of example, FINANZAUTO, SAU does not guarantee the operation of locomotives, buses, forklifts or ships in which their engines are to be installed, since FINANZAUTO, SAU is not a professional specialized in these sectors but, exclusively, in the operation of their engines, under specific conditions that are detailed in the operation and maintenance manuals and technical documentation supplied by their OEM.

  
  3.6. In connection with the purchase and sale of engines, propulsion equipment and their auxiliary material, such as, among others, propellers, reducers, axle lines, controls, soundproofing and mechanical and electrical installations, FINANZAUTO, SAU may voluntarily perform engine inspection tests to verify that its installation has been carried out following the OEM's minimum recommendations. These tests reflect a situation and state, at the time and condition in which they are performed, and are limited to ensuring that said engine has been installed under test conditions that are not or do not have to be those of actual operation, following the OEM's installation practices, and that it performs as expected under said particular test conditions on site. The performance of such tests and any eventual validation of the installation, even express, by FINANZAUTO, SAU, does not in any way guarantee the subsequent operation of the machine in which the engine is installed, nor that it complies with any regulatory, legal, or contractual requirements. This is solely the responsibility of the Client, as a professional in the sector and solely responsible for understanding its operation, functionality, and requirements. Therefore, the Client understands that FINANZAUTO, SAU expressly declines any liability that may arise from the performance of such voluntary tests.

  
  3.7. To the fullest extent permitted by law, when the Client purchases a used or remanufactured good from FINANZAUTO, SAU, it should be understood that no warranty applies to said good. FINANZAUTO, SAU does not guarantee that the official certificates, permits, or licenses that accompany used or remanufactured goods are suitable for use in a specific territory or where they may be required. Under no circumstances will FINANZAUTO, SAU pay for the direct and indirect costs or modifications required to said used or remanufactured goods to obtain said certificates, permits, or licenses.

  
  3.8. Under no circumstances will the warranty, when granted, cover breakdowns due to the Customer's failure to comply with the operating or maintenance recommendations given by FINANZAUTO, SAU or the OEM, or contained in the respective operation and maintenance manual, or derived from the use of fluids not specified in said manual, or from the use of non-original spare parts, or from the lack of alarm control, review of the same, or lack of control of their data registration.

  
  4. Indemnity

  
  4.1. The Customer declares that they have received and understood the manuals and technical information for the goods supplied. The Customer declares that they have been able to clarify any questions regarding said manuals and information that they may not have understood. The Customer undertakes to follow the instructions and recommendations provided by the OEM in said manuals and information, and to perform, in accordance with them and where appropriate, the corresponding periodic maintenance operations. The Customer shall protect, indemnify, and hold FINANZAUTO, SAU harmless from any claims or damages arising, directly or indirectly, from the failure to follow said instructions and recommendations by the Customer, its employees, directors, officers, agents, or subcontracted third parties.

  
  4.2. The Customer must ensure that the goods supplied are installed, operated, and maintained by qualified personnel and companies, and will indemnify and hold FINANZAUTO, SAU harmless from any damages arising, directly or indirectly, from defective installation, operation, or maintenance thereof, even if FINANZAUTO, SAU was present during said installation, operation, or maintenance activities. Under no circumstances may the presence of FINANZAUTO, SAU personnel during installation, operation, and maintenance activities carried out by the Customer, or by third parties subcontracted by the Customer, be construed as FINANZAUTO, SAU having provided technical advice, supervision, or direction for these activities. This presence should only be viewed as a support or commercial service activity, without any commitment to results or, therefore, assumption of liability.

  
  4.3. The Customer must ensure that any spare parts and materials used for any maintenance or repairs to the supplied goods have been manufactured by the OEM or by FINANZAUTO, SAU, or recommended by them. FINANZAUTO, SAU shall not be liable for damage to the supplied goods resulting from the Customer's use of materials not manufactured by an OEM or by FINANZAUTO, SAU. The Customer's use of materials not manufactured by an OEM or by FINANZAUTO, SAU is grounds for termination (for FINANZAUTO, SAU only) of any maintenance or repair contracts in force between the parties. The Customer shall protect, indemnify, and hold FINANZAUTO, SAU harmless from any claims or damages arising directly or indirectly from the Customer's use of spare parts and materials not manufactured or approved by an OEM or by FINANZAUTO, SAU.

  
  4.4. The Customer shall protect, indemnify, and hold FINANZAUTO, SAU harmless from any claims or potential damages, including personal injury (death, physical and mental injuries, and moral damages in the strict sense) caused to third parties by the goods supplied, resulting from the Customer's lack of maintenance or defective maintenance of the goods supplied. "Defective maintenance" shall be understood as any maintenance that does not fully comply with the written recommendations given by the corresponding OEM or by FINANZAUTO, SAU, or that does not comply with the provisions of the corresponding OEM's maintenance manual.

  
  4.5. The Client shall protect, indemnify, and hold FINANZAUTO, SAU harmless from any claims or potential damages arising directly or indirectly from the Client's use of used or remanufactured goods that do not have the required certificates, permits, or licenses for use in a given territory. The Client shall hold FINANZAUTO, SAU harmless, for example, from any damages caused by such goods to third parties, or from any fines or penalties that may be imposed on FINANZAUTO, SAU as a result of such use.

  
  4.6. The Client shall protect, indemnify, and hold FINANZAUTO, SAU harmless from any claims or potential penalties and interest that FINANZAUTO, SAU may have to bear due to the Client's failure to pay any taxes, interest, or penalties that may be levied on the supply of the goods or the provision of the service in question.

  
  4.7. The Client shall protect, indemnify, and hold FINANZAUTO, SAU harmless from any claim directed against FINANZAUTO, SAU, directly or indirectly connected with the delay in receiving, or failure to receive, the goods or services to be supplied by the Client.

  
  4.8. The indemnity and indemnity benefits granted to FINANZAUTO, SAU in this clause shall also be deemed to be granted to its employees, directors, officers, agents, and any company in the TESYA group.

  
  5. Method of payment

  
  5.1. The price shall be paid by the Client in euros, without any deduction for bank or financial charges, in cash, by SEPA direct debit, irrevocable bank transfer, cash (within the limits established by law), bank check or check issued by a bank payable to FINANZAUTO, SAU, or credit card; once the delivery or provision of the service has been made by FINANZAUTO, SAU, unless otherwise expressly agreed upon individually.

  
  5.2. The price will only be deemed paid when received by FINANZAUTO, SAU, with no possibility of cancellation or withdrawal by the Client.

  
  5.3. Even if FINANZAUTO, SAU has accepted a particular payment method, all risks arising from said method will be borne by the Client.

  
  5.4. The Client authorizes FINANZAUTO, SAU to allocate any amount received from the Client to the payment, first of all, of the Client's debts corresponding to goods or services supplied in the past (including the payment of any penalties or liabilities).

  
  5.5. The prices offered do not include any discounts, unless expressly granted in writing by FINANZAUTO, SAU. The granting of discounts on one or more contracts in the past cannot be construed as a commitment to grant discounts on future transactions.

  
  5.6. Any discounts will be deemed to be granted, unless otherwise agreed, on the price of the good or service, excluding taxes, and will not apply to any other charges that may apply, in addition to the supply of the good or service in question.

  
  5.7. Any discounts granted will be automatically revoked in the event of non-payment or delay in payment of the price.

  
  5.8. FINANZAUTO, SAU may require the Client, prior to delivery of the goods or provision of the service in question, to provide sufficient funds to cover the cost thereof , the amount of which will be applied to the final invoice issued at the time.

  
  5.9. In the case of the purchase and sale of new engines and their auxiliary materials, as well as new or used public works and construction machinery, the purchase price will be paid in accordance with the following milestones, unless otherwise expressly agreed in writing:
  a. 20% upon signing the Contract by the Client. This 20% will be considered a deposit or earnest money. Once the Contract has been signed, the cancellation or termination of the sale, for any reason not attributable to FINANZAUTO, SAU, will result in the irrevocable loss of the deposit, without prejudice to the possibility of claiming the full payment of the price and compensation for any corresponding damages, if applicable.
  b. 80% prior to delivery or at the same time as the engine or machine is made available.

  
  5.10. FINANZAUTO, SAU may agree with Clients on mutually agreed payment deferrals, which may not exceed 60 days, in accordance with the provisions of Law 15/2010 on combating late payment in commercial transactions. Any payment deferral beyond the maximum periods established by current legislation will incur a financial cost for the Client, which will be set out in the corresponding deferral agreement.

  
  5.11. The price agreed by the parties, relating to the sale of engines that entail expenses of a Classification Society, only includes the expenses necessary for the inspection of the engines within the facilities of FINANZAUTO, SAU. The price agreed by the parties does not include in any case the approval of documents, plans, inspections or any other expenses required by the corresponding Classification Society, outside the facilities of FINANZAUTO, SAU.

  
  6. Taxes

  
  6.1. The prices offered by FINANZAUTO, SAU will always be understood to be net of any taxes, such as, but not limited to, VAT or IGIC, which will increase the final invoice to be paid by the Client.

  
  6.2. The Client is responsible for paying any taxes levied on the supply of the goods or the provision of the service in question. The Client agrees to pay FINANZAUTO, SAU any taxes, interest, and penalties that FINANZAUTO, SAU may have incurred due to the Client's failure to do so.

  
  7. Delivery, transfer of risks

  
  7.1. Unless otherwise expressly stated in the Contract or expressly agreed in writing by the parties, the goods supplied for the national market (including the peninsular territory, as well as the Balearic Islands and Canary Islands and excluding Ceuta and Melilla) will be made available to the Client and delivered to the facilities of FINANZAUTO, SAU by truck, with the Client being responsible for all costs and risks inherent to transport and subsequent unloading.

  
  7.2. Goods destined for countries belonging to the European single market will be made available to the Client and delivered to it by truck at the facilities of FINANZAUTO, SAU, with the Client being responsible for the costs and risks of transport as well as the issuance of documentation proving the exit of the goods from the national territory, which the Client is obliged to provide to FINANZAUTO, SAU.

  
  7.3. Goods destined for third countries or territories of European countries that are not part of the common tariff territory (including Ceuta and Melilla) will be made available to the Client alongside the vessel or aircraft at the port or airport agreed for their shipment . FINANZAUTO, SAU will be the exporter of the goods and will issue the corresponding export declaration to the agreed customs office. The loading and shipment of the goods onto the means of transport for departure from the common tariff territory will be the Client's responsibility. The Client is not authorized by FINANZAUTO, SAU to issue any export declaration in which FINANZAUTO, SAU or any of the companies of the TESYA Group is included as the exporter. The Client will be responsible for and will hold FINANZAUTO, SAU, or any of the companies of the TESYA Group or the Caterpillar Group harmless in the event of non-compliance with the provisions of this paragraph.

  
  7.4. Although ownership of the delivered goods will be deemed transferred upon delivery (not upon eventual commissioning, where applicable, although this is the responsibility of FINANZAUTO, SAU), FINANZAUTO, SAU reserves the right to terminate the sale in the event of non-payment of the price, with the Client undertaking to return the supplied goods, at the Client's expense and expense, to the premises of FINANZAUTO, SAU, in the same condition in which they received them.

  
  7.5. Unless otherwise expressly agreed in writing, the Customer must collect the goods to be supplied within a maximum period of five calendar days from the date FINANZAUTO, SAU notifies the Customer that the goods are available for delivery.

  
  7.6. After the period specified in the previous paragraph has elapsed, the goods will be deposited at the facilities of FINANZAUTO, SAU, with the Client assuming the risk of deterioration or loss. The Client must pay FINANZAUTO, SAU the reasonable storage costs and a penalty equivalent to the rental price, in accordance with the retail price (RRP), of the goods to be supplied or, where this price does not exist because the goods are not being rented, a penalty for each day of delay, equivalent to 0.1% of the retail price of the goods to be supplied.

  
  7.7. At the time of delivery, the Client must conduct a thorough visual inspection of each and every visible element of the delivered item. For this purpose, an employee, representative, or agent of the Client must be present at the time of delivery, with sufficient knowledge to acknowledge receipt of the delivered item and to carry out the following:?in situ,?The observations, statements, or disagreements it deems appropriate to make. The Client's receipt of the good(s) to be supplied, without having made any observations, statements, or disagreements, will constitute acceptance of the supply. The Client may only claim, where applicable and under the conditions and timeframes described in this document, any hidden defects or flaws. However, the Client may not, under any circumstances, claim the existence of obvious defects or flaws. Hence, it is important for the Client to carry out this in-depth visual inspection. The lack of inspection or the absence of qualified Client personnel to carry out the inspection will be the Client's sole responsibility.

  
  7.8. Physical delivery without any indication of non-conformity will be proof that the Customer has received the good(s) in perfect condition, complete, and in accordance with the terms of the Contract (or with non-essential deviations accepted by the Customer). If requested by FINANZAUTO, SAU, the Customer must sign an acknowledgment of receipt confirming the lack of non-conformity with the goods received.

  
  7.9. Upon delivery of the goods to be supplied, the corresponding manuals and technical information are also provided. However, in the case of used equipment or spare parts (new or used), these manuals and technical information cannot always be provided to the Client. It is the Client's responsibility to ensure receipt of this documentation and to retain it for the entire useful life of the delivered goods. Unless the Client states otherwise at the time of delivery, these manuals and technical information will be deemed to have been delivered along with the delivered goods. The Client may not subsequently claim not to have received them, unless FINANZAUTO, SAU expressly acknowledges that it has not delivered them. It is the Client's obligation to provide these manuals and technical information to anyone who needs them for their use, operation, and maintenance, as well as to third-party purchasers.

  
  7.10 FINANZAUTO, SAU will be responsible for contracting loading, transport, or unloading services and insurance on behalf of the Client. Unless expressly agreed otherwise, FINANZAUTO, SAU may freely choose the company or companies to be subcontracted. Furthermore, and unless expressly agreed otherwise, in these cases the risk of loading, transport, and unloading will be borne exclusively by the Client. The Client waives any right to hold FINANZAUTO, SAU liable for any liability arising directly or indirectly from the contracting of loading, transport, or unloading services by FINANZAUTO, SAU on behalf of the Client. The Client shall indemnify and hold FINANZAUTO, SAU harmless from any claim arising, directly or indirectly, from the appointment by FINANZAUTO, SAU and on behalf of the Client, of the company or companies responsible for providing loading, transport or unloading services, and/or from the failure of such company or companies to fulfill their obligations, including, among other failures, late delivery.

  
  7.11. After six months have elapsed since notification of the availability of the goods to be supplied without physical delivery having taken place, for any reason not attributable to FINANZAUTO, SAU, the latter may decide to terminate the Contract, taking ownership of the goods to be supplied and returning the price, deducting from it any amounts to be deducted for damages, losses, costs, expenses and penalties, in accordance with the provisions of the preceding sections.

  
  7.12. Occasionally, the delivery of propulsion engines includes a lifting beam, the property of the OEM, which is given to the Customer on loan for loading and unloading. The Customer must keep this lifting beam in perfect condition and return it to FINANZAUTO, SAU within a maximum of 24 weeks of delivery.

  
  7.13. Occasionally, Customers themselves supply material for assembly. In these cases, the material supplied by the Customer must meet the conditions specified in the OEM's " Customer " document. Supplied Equipment " or equivalent, or any material that replaces or modifies it at any time, which the Clients declare to be aware of. It is the Client's sole responsibility to ensure the compatibility of said material with the equipment supplied by FINANZAUTO, SAU, even if FINANZAUTO, SAU has been entrusted with the task of assembling or installing it. FINANZAUTO, SAU is not responsible for the material supplied by the Clients themselves, nor for any damage that may be caused, especially in cases of incompatibility with the equipment supplied by FINANZAUTO, SAU.

  
  8. Late or non-payment

  
  8.1. Delay or non-payment of part of the agreed price will entitle FINANZAUTO, SAU to terminate any future installments agreed for full payment in advance.

  
  8.2. Delay or non-payment of all or part of the price will entitle FINANZAUTO, SAU to:
  a. Charge the Client interest on the outstanding debt (outstanding debt also being understood as the resulting from the early maturity of future installments, when FINANZAUTO, SAU exercises the power referred to in the previous section), as well as collection costs, in accordance with the provisions of Law 3/2004, of December 29, which establishes measures to combat late payment in commercial transactions, or equivalent regulations that replace it.
  b. Withhold delivery of the goods to be supplied, delay the provision of services, or stop them if they have begun. In this case, the Client must pay the reasonable storage costs for the retained goods or materials required for the provision of said services, with the Client assuming the risk of damage or loss thereof . This right also applies in the event of delay or non-payment of any amount owed to FINANZAUTO, SAU, whether or not arising from the Contract.
  c. Demand from the Client, at FINANZAUTO, SAU's discretion, compliance with the Contract or its termination , with compensation in both cases for damages.

  
  8.3. The acceptance by FINANZAUTO, SAU of partial payment instruments, such as, but not limited to, bills of exchange, checks or promissory notes, may not be construed in any way as indicating the granting of any payment deferral, nor does it imply a waiver by FINANZAUTO, SAU of the exercise of the powers it has under the preceding paragraphs.

  
  9. Causes for resolution

  
  9.1. Unless the parties expressly agree otherwise in writing, the Contract may be terminated, at the request of FINANZAUTO, SAU, for the following reasons, among others, which may be subsidiarily provided by law:
  a. The declaration of Bankruptcy (or any other legally substituted bankruptcy), unless automatic resolution is strictly prohibited by law.
  b. The Client's inability to pay its current obligations, even if it has not entered into bankruptcy proceedings.
  c. The Client's failure to comply with any of its contractual obligations.
  d. The Client's failure to be up-to-date with their tax and Social Security obligations, or failure to provide the corresponding certificate of compliance, when requested by FINANZAUTO, SAU.
  e. The suspension of the Client's activity, for any reason.
  f. The Client's criminal liability for any of the crimes provided for in Article 31 bis of the Spanish Penal Code.

  
  9.2. Termination for any of the above reasons will entail payment by the Client of any damages, losses, costs and expenses that it may have caused to FINANZAUTO, SAU.

  
  10. Ethics and compliance

  
  10.1. The Client acknowledges that FINANZAUTO, SAU is bound by high international standards regarding the prevention of money laundering, terrorist financing, and corruption. FINANZAUTO, SAU requires its Clients to comply with mandatory regulations in these areas, particularly those relating to current European Union and United States sanctions against certain countries and individuals, to which the Client will refrain from providing goods and services.

  
  The Customer shall not sell, export or re-export, directly or indirectly, to Russia or for use in Russia, any goods supplied as part of the agreement between the Parties, in accordance with the provisions of Article 12. g of Council Regulation (EU ) No 833/2014 of 31 July 2014. The Customer shall do everything in its power to ensure that the above commitment is fulfilled both by itself and by any third party involved in the distribution chain of the product (including, but not limited to, any reseller), and shall undertake to implement the necessary monitoring activities.
  In the event of non-compliance with the above, the client will have the right to terminate this contract in accordance with the power conferred by the Article 1124 of the Civil Code.
  The customer must immediately inform Finanzauto , SAU of any problems related to the above provisions, including activities carried out by third parties that may affect the aforementioned prohibition. At Finanzauto , SAU's request, the customer must provide evidence of compliance with the above provisions.

  
  10.2. The parties declare that, to the best of their knowledge, neither FINANZAUTO, SAU, nor the Client, nor any of their employees, directors, officers, or agents, has offered or promised any type of compensation or reward in order to obtain the signature of the Contract, beyond the commissions that, where applicable, FINANZAUTO, SAU's sellers or its agents may be contractually entitled to collect from FINANZAUTO, SAU.

  
  10.3. The Client undertakes to notify FINANZAUTO, SAU of any circumstance that has come to its attention that FINANZAUTO, SAU, the Client, or any of its employees, directors, officers, or agents, has offered or promised any type of compensation or reward mentioned in the preceding paragraph.

  
  10.4. The Client shall protect, indemnify, and hold FINANZAUTO, SAU harmless from any claim or damages arising from the Client's failure to comply with the obligations it has undertaken in the preceding paragraphs.

  
  11. Environment

  
  11.1. Whenever the supply of goods or the provision of services must be carried out outside the facilities of FINANZAUTO, SAU, the Client shall be obliged to properly manage all waste generated in accordance with applicable regulations.

  
  12. Voidability

  
  12.1. The invalidity of any of the clauses of the Contract or the Terms and Conditions of FINANZAUTO, SAU will not entail the invalidity of the Contract or the Terms and Conditions of FINANZAUTO, SAU, but only of the clause affected by the invalidity.

  
  13. Joint Liability

  
  13.1. If for any reason the Contract is signed between FINANZAUTO, SAU and two or more Clients, the liability corresponding to these in accordance with the Contract, or with these Terms and Conditions of FINANZAUTO, SAU will be joint and several.

  
  14. Assignment

  
  14.1. The Client may not assign, delegate or transfer the rights and obligations that correspond to it under the Contract, without the prior written consent of FINANZAUTO, SAU.

  
  15. Intellectual and industrial property

  
  15.1. The intellectual and industrial property rights corresponding to the goods, documentation, and information provided to the Client (including, but not limited to, trademarks, patents, designs, models, industrial drawings, plans, or graphics) belong, as the case may be, to FINANZAUTO, SAU or the corresponding OEM.

  
  15.2. Under no circumstances may the provision of goods, documentation, and information be construed as a tacit transfer to the Client of the rights mentioned in the preceding paragraph. The Client acknowledges that it has no intellectual or industrial property rights in relation to the goods, documentation, and information provided by FINANZAUTO, SAU.

  
  15.3. The Client will under no circumstances represent itself to the outside world as the owner or holder of the rights mentioned in the preceding paragraphs.

  
  15.4. If the Client becomes aware that any person alleges that the supply of goods or the provision of services that are the subject of the Contract infringes any intellectual or industrial property rights of third parties, they shall immediately inform FINANZAUTO, SAU.

  
  15.5. All documentation and information delivered to the Client must be deemed to be intended for the proper fulfillment of the parties' obligations under the Contract. Furthermore, such documentation and information must be considered confidential and may not be disclosed to third parties in any way, except for information inherent to the goods supplied, such as operation and maintenance manuals.

  
  16. Telemetry Systems

  
  16.1. The goods supplied may incorporate telemetry systems for the purpose of transmitting to FINANZAUTO, SAU or the corresponding OEM certain data relating to said goods, such as, among others, the model and series of the goods, their location and operational information of all kinds (for example: emissions, alarms, hour meter).

  
  16.2. The Client authorizes FINANZAUTO, SAU and the corresponding OEM to activate the aforementioned telemetry systems and process the resulting information, for the following purposes:
  a. Improve customer service.
  b. Help the Client manage their equipment.
  c. Provide information for statistical purposes for conducting market research.
  d. Allow FINANZAUTO, SAU or the OEM to advise the Customer on the acquisition of new goods or services related to them.

  
  16.3. FINANZAUTO, SAU will take reasonable precautions to protect the Client's privacy when processing the information referred to in the preceding paragraphs, and undertakes to use said information exclusively for the purposes described in the preceding paragraph.

  
  17. Communications

  
  17.1. Unless otherwise expressly agreed in writing by the parties, any communications between the parties relating to the Agreement shall be valid and effective only if given in writing.

  
  17.2. In no case are cross-communications through the use of digital social communication tools or instant messaging applications, such as?WhatsApp, Facebook, Instagram, Snapchat?and similar applications.

  
  17.3. The addresses of the parties communicated in the Contract, whether or not they constitute the registered office of the parties, are valid addresses for the purposes of communications related to the Contract.

  
  18. Independent parts

  
  18.1. The parties represent that each party, its employees, agents or subcontractors are independent of the other party, and that nothing agreed in the Contract may be construed as constituting a company, temporary or permanent union, joint venture , agency or association of any kind.

  
  18.2. Each party is responsible for the direction and management of its personnel and employees, for technical, professional, or employment purposes. In no case may the personnel of one party be considered to have been under the supervision, control, or direction of the other due to the latter being present during the provision of services or work by said personnel.

  
  19. NO waiver of rights

  
  19.1. Commercial concessions or waiver of rights, benefits or penalties by FINANZAUTO, SAU in relation to a particular Contract may not be understood, in any way, as constituting a tacit agreement, for future contracts, by which FINANZAUTO, SAU undertakes to grant the same or similar concessions, or to waive said rights, benefits or penalties.

  
  19.2. The fact that FINANZAUTO, SAU has temporarily permitted, in relation to any Contract, the total or partial non-compliance of obligations by the Client, or has not demanded such compliance, cannot be interpreted as meaning that FINANZAUTO, SAU waives the right to demand compliance or full compliance with said obligations.

  
  19.3. Similarly, the fact that FINANZAUTO, SAU has not exercised its authority to require the Client to pay amounts for contractual or extra-contractual civil liability, costs, expenses, interest, or penalties should not be construed as meaning that FINANZAUTO, SAU has waived its right to require the Client to make such payment.

  
  19.4. Termination of the Contract, for any reason, shall not entail any waiver by FINANZAUTO, SAU of any right to demand payment from the Client of any amounts owed for any reason, including contractual or extracontractual civil liability, costs, expenses, interest, or penalties.

  
  19.5. The agreement on penalty clauses for the benefit of FINANZAUTO, SAU does not entail a waiver of any contractual or extracontractual civil liability from the Client.

  
  19.6. The agreement on penalty clauses for the benefit of the Client will entail the waiver of any contractual or extracontractual civil liability from FINANZAUTO, SAU, unless otherwise expressly agreed in writing.

  
  20. Jurisdiction and Applicable Law

  
  20.1. The Client and FINANZAUTO, SAU expressly submit to the Courts of Madrid for the resolution of any disputes that may arise between them, which in any case will be resolved in accordance with Spanish law unless otherwise expressly agreed in writing.

  
  B. Terms and conditions of Finanzauto , SAU for repairs and other Technical Service interventions

  
  1. Scope of application

  
  1.1. These general conditions shall apply to any repair contract and any other technical service provision entered into by FINANZAUTO, SAU with its customers.

  
  2. Applicable prices

  
  2.1. The price of accessories, spare parts, and labor will be the official retail price in force by FINANZAUTO, SAU at the time the work is performed to the Client.

  
  2.2. Interruptions in repair work due to causes beyond the control of FINANZAUTO SAU will be billed as hours worked. These interruptions will also result in a subsequent change to the estimated completion time in each bid, estimate, or valuation.

  
  3. Hiring of repairs or other interventions by the Technical Service

  
  3.1. All repair quotes, estimates, or estimates relating to other technical service interventions will be valid for thirty calendar days from the date of communication. Any costs incurred in preparing the quote, estimate, or estimate (estimate, diagnosis, labor hours for disassembly and assembly of components, among others) will be borne by the Customer if they ultimately choose not to carry out the corresponding repair or technical service.

  
  3.2. If, during the execution of the services, it becomes necessary to perform additional or different work, or to use additional or different materials than those initially contemplated, the Client will be informed in advance so that they can decide whether to continue with the execution of the services, paying, where applicable, in addition to the price contemplated in the Contract, the corresponding price for said additional services or materials, or to suspend the execution of the services, paying proportionally the price corresponding to the services already provided or materials already delivered. However, if the amount of said additional or different work or materials does not exceed 10% of the offered price, FINANZAUTO, SAU may terminate the execution of the contracted services without needing to obtain prior authorization from the Client.

  
  3.3. The estimated execution time in each offer, quote, or appraisal may vary if, during the execution of the services, it becomes necessary to perform additional or different work, or to use additional or different materials than those initially contemplated.

  
  3.4. Unless expressly provided for in the Contract, the Client is responsible for replacing the necessary protection and regulation elements (such as sensors, thermostats, thermocouples and/or pressure switches) to leave the goods to be provided with services operational and properly protected once the tasks described in the Contract have been completed, as well as the isolation of hot spots, the installation of protections for flammable fluid pipes, the use of double pipes in high-pressure fuel systems, as well as full compliance, where applicable, with the SOLAS regulations in force at any time, or those that replace them.

  
  4. Method of payment

  
  4.1. Within the limits established by law, the price will be paid by the Customer in cash (by bank transfer, cash, bank check, bank-certified check, or credit card), once the corresponding repair or intervention has been carried out by FINANZAUTO, SAU technicians, unless different conditions have been expressly agreed upon individually.

  
  5. Finanzauto , SAU facilities

  
  5.1. Whenever the provision of services covered by these regulations must be carried out outside the facilities of FINANZAUTO, SAU, the Client shall be obliged to:
  a. Confirm the request for intervention by the technical personnel required, in writing.
  b. Make available to FINANZAUTO, SAU staff, during working hours, any assets that are to be subject to their intervention.
  c. Remove solid, liquid, or gaseous waste (oils, brake fluids, hydraulic fluids, batteries) in compliance with applicable regulations at all times.

  
  5.2. In the event that, in the opinion of FINANZAUTO, SAU's technical service, the requested repair or intervention cannot be carried out at the location designated by the Client and the Client opts to transport the equipment to FINANZAUTO, SAU's workshops, the Client will bear the risks of transport and any costs arising therefrom will be at their expense.

  
  5.3. When the service is provided on vessels, the price does not, under any circumstances, include the costs of loading and unloading materials and tools required for the provision of repair services and other interventions by the FINANZAUTO, SAU technical service, nor the time spent moving parts to/from the engine room, or within it.

  
  5.4. FINANZAUTO, SAU will be responsible for sending the spare parts necessary for the provision of repair services and other interventions by FINANZAUTO, SAU's technical service, unless expressly agreed otherwise in writing. It is the Client's sole responsibility to enable the necessary access routes for FINANZAUTO, SAU to provide the repair services and other interventions of its technical service, as well as to enable the facilities, so as to allow FINANZAUTO, SAU to provide them . In particular, when the corresponding services are provided on a vessel, the Client undertakes to provide a clean and sufficiently large space both in the engine room and in the space used for the storage and movement of spare parts. It is also the Client's responsibility and expense to supply the electricity, water, gas, fuel and compressed air necessary for the provision of said services. Likewise, it is the Client's responsibility to inform FINANZAUTO, SAU technicians of any personal risks specific to the location where the services are provided, such as gases, asbestos, toxic products, falling objects, work at elevations and heights, as well as any personal risks that may arise from the use of tools provided by the Client. Any potential risk points or elements in the facilities where the services are to be provided must be properly marked. The Client will provide the necessary safety measures for all matters related to the work to be performed by FINANZAUTO, SAU technicians. FINANZAUTO, SAU technicians may interrupt the provision of the service if they consider that continuing the work entails any personal risk. Any potential interruptions or suspensions of work for reasons mentioned above will not be considered interruptions or suspensions caused by FINANZAUTO, SAU, but rather by the Client. Under no circumstances will the costs required to equip the aforementioned roads and facilities be included in the price.

  
  5.5. The cost of obtaining and/or using specialized and specific tools for working on the Customer's property that have not been supplied by FINANZAUTO, SAU, that are not part of the standard tooling required to perform the requested work, or that, if supplied, cannot reasonably be transported by FINANZAUTO, SAU's technical service to the location where the requested work will be performed, is not included in the price of repair services or other interventions by FINANZAUTO, SAU's technical service. It is the Customer's responsibility to make such tools available to FINANZAUTO, SAU.

  
  6. REMAN rebuilt parts or assemblies

  
  6.1. The Customer agrees to the assembly of REMAN rebuilt parts or assemblies.

  
  6.2. If REMAN rebuilt parts or assemblies are used in a specific service, the Customer must return the replaced parts or assemblies (hereinafter, the " cores "), for which they will receive a credit, provided they are original and their condition meets the OEM's minimum acceptance requirements. The Customer will be credited for the delivered faulty part or assembly once it has passed inspection controls at FINANZAUTO, SAU's facilities or at the OEM's facilities, in the corresponding amount, in accordance with the acceptance criteria established by the OEM supplier. The deadline for receiving cores will be 15 days from the delivery or installation by FINANZAUTO, SAU of the corresponding rebuilt part or assembly; after this period, FINANZAUTO, SAU reserves the right to accept or reject them. The costs and management of shipping cores to FINANZAUTO, SAU shall be borne by the Customer.

  
  7. replaced accessories and spare parts

  
  7.1. Any parts replaced by FINANZAUTO, SAU as a result of any technical service intervention in FINANZAUTO, SAU workshops will be available to the Customer for a period of 15 days from the date of the corresponding invoice, unless the parts used in the intervention are rebuilt. After the specified period has elapsed without the Customer having submitted a claim for the replaced parts, FINANZAUTO, SAU may scrap, destroy, recycle, or dispose of them as appropriate in each case and for each type of waste.

  
  8. Warranty

  
  8.1. The warranty period for spare parts and accessories sold, when the spare parts and accessories sold have a warranty in accordance with the Contract and their duration has not been expressed in the Contract, always with the content and exclusions of the warranty granted by the corresponding OEM, will be: i) 12 months for new or REMAN spare parts and accessories of the Caterpillar brand, ii ) 6 months for new spare parts and accessories of the MaK brand , iii ) 6 months for assemblies from the corresponding FINANZAUTO, SAU Exchange Program, iv ) 60 days for used spare parts and accessories v) 1 month for turbochargers, iv ) 1 month for injection systems (injectors, pumps). The warranty period for labor will be three months from the date of completion of the corresponding technical service, unless a longer period has been expressly agreed in writing. However, the warranty period for labor on turbochargers and injection systems will be one month. The warranty period for spare parts and accessories from the Sandvik, Konrad, Prinoth , and NOE brands or suppliers, as well as for labor used in repairs and other technical service interventions, will be exclusively that granted, where applicable, in the Contract or by the corresponding manufacturer.

  
  8.2. Spare parts and accessories replaced under warranty conditions will be covered for the remainder of the initial delivery warranty period. The Customer acknowledges that warranty work will be performed during FINANZAUTO, SAU's business hours. If, at the Customer's request, work must be performed outside of business hours, FINANZAUTO, SAU will charge the difference between the standard warranty and the applicable warranty, according to the official rates applicable at that time.

  
  8.3. Under no circumstances will the warranty, when granted, cover faults in spare parts or accessories not replaced or supplied during an intervention by FINANZAUTO, SAU's technical service, nor those reused, manipulated, or installed by the Customer or by third parties.

  
  8.4. Any deterioration or breakage of spare parts and accessories that have not been stored in suitable conditions, or that do not comply with the instructions of the OEM or FINANZAUTO, SAU, or with the provisions of the corresponding manuals, is excluded from the warranty. In any case, unsuitable conditions include, among others, saline or corrosive environments, or those that in any other way negatively affect the substance or shape of said parts and components. Likewise, FINANZAUTO, SAU declines all liability for damages directly or indirectly arising from the breakage or failure of spare parts and accessories that have not been stored in suitable conditions or that contradict the aforementioned instructions or manuals. Spare parts or accessories that, during the warranty period, have been manipulated by the customer without prior authorization from FINANZAUTO, SAU, will also not be covered by any warranty.

  
  8.5 In the event that the Customer requires intervention by FINANZAUTO, SAU's technical service during the warranty period, whether or not it is under warranty, they must request such intervention in writing. Upon receipt of this written request, FINANZAUTO, SAU will perform a diagnostic, the cost of which will be borne by the Customer, unless, as a result of this, the corresponding warranty is applicable.

  
  8.6 Under no circumstances will FINANZAUTO, SAU pay for work carried out by third parties, even if they are under warranty, without having given its consent to them beforehand.

  
  8.7. For the sole purposes of this clause, REMAN rebuilt spare parts and accessories shall be considered new spare parts and accessories.

   

  9. Delivery

  
  9.1. Goods that are subject to intervention by FINANZAUTO, SAU's technical service in FINANZAUTO, SAU workshops will be delivered by truck to the same, with the contracting of transport being at the Customer's expense and risk.

  
  9.2. In the event that the Client requests that the goods subject to intervention by the technical service of FINANZAUTO, SAU be sent to the address or place designated by the Client, the Client shall bear the costs and risks of transport, with FINANZAUTO, SAU fulfilling its delivery obligation at the time of placing the goods at the disposal of the carrier who will deliver them to the Client.

  
  10. Living expenses

  
  10.1. Once the Client has been informed that the intervention requested by the FINANZAUTO, SAU technical service has been carried out, if five business days pass without the Client removing the item being worked on from our facilities, FINANZAUTO, SAU will accrue for each repair in the concept of accommodation expenses the highest between the amount of  15 per day or  3 (three euros) per m2.?of occupied surface area yday .

  
  10.2. These accommodation costs will also be applicable when, once the repair estimate has been made known to the Client, three business days have passed without the Client accepting the estimate or proceeding to remove the item to be repaired from the facilities of FINANZAUTO, SAU.

  
  11. Permits and licenses

  
  11.1. When the intervention of FINANZAUTO, SAU's technical service at the location designated by the Client requires the application for any type of permit, license, or concession from any public or private entity, the Client shall be responsible for obtaining it and shall bear any costs incurred in this regard.

  
  12. International Service and Navigation Services

  
  12.1. For international services, meaning all those not provided in Spanish territory, FINANZAUTO, SAU will charge a minimum of 10 hours of work per day for each technician involved in the corresponding work.

  
  12.2 When services are to be provided on platforms or in navigation, "service in navigation" being understood as that provided on any vessel outside port (or in port, when the services require an overnight stay), even if it is within Spanish territorial waters or the exclusive economic zone, or on any maritime platforms, FINANZAUTO, SAU will invoice, according to the rates for international services, navigation and platforms in force: i) the actual hours of work, when the technicians remain on board for less than six hours, ii ) a minimum of 12 hours of work per day for work in national territory whose duration is greater than six hours, iii ) a minimum of 12 hours for international services in navigation or on the platform for each technician involved in the corresponding work.

  
  12.3. The Client will always be responsible for travel, food, and lodging expenses for FINANZAUTO, SAU personnel (both outbound and return) and will be billed by FINANZAUTO, SAU with a 7% increase, even for warranty work. Travel hours spent by technicians involved in the provision of services will be considered working hours and will be billed accordingly. For services while cruising, the Client will allow FINANZAUTO, SAU technicians to use the dining room of the corresponding vessel and will provide them with the cabins they require for overnight stays. Under no circumstances will they be required to share a cabin with anyone other than FINANZAUTO, SAU.

  
  12.4. The shipping and administrative, customs (at destination customs), and logistics processing of materials, spare parts, and tools to the facilities where the corresponding technical service will be provided shall be the Customer's responsibility and expense. When these administrative tasks are handled by FINANZAUTO, SAU, they shall be billed to the Customer with a 7% increase.

  
  12.5. FINANZAUTO, SAU is not obligated to provide technical service, even when it is a service derived from the application of a guarantee, in facilities located in regions for which the Spanish Ministry of Foreign Affairs or the corresponding Ministry or applicable body abroad has published safety recommendations. In the case of on-board services (including vessels in port), FINANZAUTO, SAU technicians will not board if the sea state forecast during the voyage, according to the National Meteorological Institute or the local service in its absence, is for rough seas and winds exceeding force 4. If the sea state reaches these levels once navigation has begun, said technicians will not be required to remain in the engine room.

  
  12.6. During navigation services, the captain of the corresponding vessel will mention the names of the FINANZAUTO, SAU technicians on the list of persons on board.

  
  12.7. For safety reasons, under no circumstances will FINANZAUTO, SAU technicians work in the engine room without direct supervision from the Client's personnel. If FINANZAUTO, SAU has designated only one technician to perform services in a specific engine room, they must always be accompanied by at least one crew member.

  
  C. Terms and conditions of Finanzauto SAU for the sale of spare parts and accessories

  
  1. Scope of application

  
  1.1. These terms and conditions shall apply to any spare parts and accessories sales contract entered into by Finanzauto , SAU with its Customers.

  
  2. Applicable prices

  
  2.1. The price of spare parts and accessories will be the price listed in the official price list in force by Finanzauto , SAU at the time of delivery of the spare parts to the Customer.

  
  3. Return of spare parts or accessories

  
  3.1. Finanzauto , SAU reserves the right to accept returns of spare parts or accessories sold for reasons other than a defect or warranty on the spare part or accessory in question. In cases where Finanzauto , SAU accepts the return of previously purchased spare parts or accessories, it is essential to present the corresponding delivery note or invoice, ensure that the packaging of the spare parts or accessories being returned is in good condition, and ensure that they have not been used and are in perfect condition. As a general rule, returns of supplied materials will not be accepted after 15 days from delivery. In any case, returns of spare parts or accessories will be subject to a corresponding price reduction, to be borne by the returning Customer, depending on the type of spare part or accessory in question, as identified on the delivery note, and the time elapsed since delivery, according to the following table:
   
  
   

  	Price reduction percentage for returns
  Type of Accessory or spare part (specified in the reference of each accessory or spare part in the sales or delivery documents)	Up to 15 days	Between 16 and 30 days	Between 31 and 90 days
  1	0%	5%	15%
  2	0%	15%	30%
  3	0%	5%	10%
  4	0%	10%	15%

   

  
  4. Warranty

  
  4.1. The warranty period for spare parts and accessories sold, when the spare parts and accessories sold are guaranteed in accordance with the Contract, and always with the content and exclusions of the warranty granted by the corresponding OEM, will be twelve months from the date of delivery, except for the sale of used parts, which will be 60 days, and for the sale of MaK parts , which will be 6 months.

  
  4.2. In the event of a breakdown of a specific spare part or accessory, the Customer will be supplied, free of charge, with another spare part or accessory to replace the previous one. Spare parts and accessories replaced under warranty conditions will be covered for the remainder of the warranty period corresponding to the initial supply. If the Finanzauto , SAU spare parts and accessories warehouse does not have stock of the part to be replaced under warranty, the Customer will be refunded the purchase price. The warranty period for the assembly of the supplied spare parts or accessories will be three months from the date of completion of the warranty . In any case, the liability of Finanzauto , SAU for the breakdown of the spare parts or accessories sold or for their assembly will be limited to the warranty period and the price paid by the Customer to Finanzauto , SAU for the spare part or accessory that breaks down or for its assembly, without Finanzauto , SAU being held responsible for any other damage or loss, whether emerging or consequential, or loss of profit.

  
  4.3. For the sole purposes of this clause, REMAN rebuilt spare parts and accessories shall be considered new spare parts and accessories.

  
  5. Delivery

  
  5.1. All spare parts and accessories sold by Finanzauto , SAU will be delivered to the facilities of Finanzauto , SAU. In the event that the Client requires that the requested material be sent to the address designated by him, the Client will bear the costs and risks of transport, with Finanzauto , SAU complying with its delivery obligation at the time of placing the goods at the disposal of the carrier on truck at the facilities of Finanzauto SAU, who will then deliver them to the Client. In compliance with Law 11/1997 and RD 782/1998, and regulations complementary and/or replacing the former, the final holder is responsible for the delivery of the waste container or used container for its correct final management.

  
  6. REMAN rebuilt parts or assemblies

  
  6.1. In the sale of REMAN rebuilt parts or assemblies in which the Customer delivers the faulty part or assembly, the Customer will be reimbursed for the faulty part or assembly delivered once it has passed the inspection controls at the facilities of Finanzauto , SAU, in the corresponding amount, in accordance with the acceptance criteria published by the OEM supplier.

  
  6.2. The deadline for receiving damaged parts or assemblies will be 15 days from the delivery of the rebuilt part, after which Finanzauto , SAU reserves the right to accept or reject them.

  
  7. Exchange program sets

  
  7.1. When the parties agree to participate in the Exchange Program, Finanzauto , SAU, will replace the Customer's damaged assembly with another, already repaired or new, of the same type.

  
  7.2. The Customer will take ownership of the set received from Finanzauto , SAU, by the mere fact of delivering the damaged item to this entity and paying the cost of its repair.

  
  7.3. The Customer shall have 10 days from the date of the delivery note for the repaired assembly to deliver the damaged assembly to Finanzauto , SAU. If the Customer has not done so within this period, Finanzauto , SAU will invoice 90% of the retail price of the new assembly, or the full price, depending on whether the assembly delivered was repaired or new.

  
  7.4. In the event that the Customer's faulty assembly is technically or economically impossible to repair, Finanzauto , SAU, will invoice the Customer for the assembly it provided, that is, 90% or 100% of the retail price, in accordance with the above, depending on whether the assembly is repaired or new. In addition , the faulty assembly will be made available to the Customer for a period of 10 days from the date of notification, after which Finanzauto , SAU will understand that the Customer has abandoned the faulty assembly and, for waste management reasons, will proceed to dispose of it in the manner it deems appropriate, without the Customer being able to claim compensation or reimbursement of any kind.

  
  D. Conditions for the rental of equipment without an operator

  
  1. Finance

  
  1.1. As security for its various obligations under this Agreement (hereinafter the Agreement), the Lessee shall deliver to the Lessor, prior to receipt of the item subject to the Agreement (hereinafter the Equipment), the amount set forth in the Agreement as a SECURITY. The security deposit shall be returned to the Lessee within 8 days of the final payment of any sums owed by the Lessee pursuant to the general and specific terms and conditions of this Agreement.

  
  1.2. If the security deposit is applied to the contract's liabilities, the Lessee must restore it within two business days. Failure to do so may result in the Lessor terminating this contract.

  
  2. Lease duration and rate

  
  2.1. The minimum duration of the Contract shall be ONE MONTH. After this period, or where applicable, the duration specified in the Contract, it may be extended:
  1. Expressly by new agreement of the parties, or
  2. Tacitly by the mere fact that the Lessee continues to possess the Equipment with the Lessor's authorization.
  2.2. Unless otherwise expressly agreed between the parties, the rental period includes a maximum usage limit of 8 hours per day, 40 hours per week , or 160 hours per month. At the end of the lease, the Lessor will invoice for any hours exceeding this limit at the rate established in the Contract for overtime, or, failing that, a pro rata rate.

  
  3. Equipment delivery, commissioning and maintenance

  
  3.1. Unless there is a written protest received by the Lessor within 24 hours of delivery of the Equipment, the Lessee accepts that he has received the Equipment in perfect condition of use, operation, safety, and external appearance, as well as a copy of the operation and safe operation manual, and should contact the Lessor to resolve any questions about its use, maintenance or safety, either by telephone, mail or through its website (http://www.finanzauto.es/es/contacto).

  
  3.2. The cost of replacing the ignition key due to causes attributable to the Lessee will be 150 euros, which must be paid in cash.

  
  3.3. It is the Lessee's responsibility to ensure that the Equipment is always operated by a duly qualified operator who is legally authorized to operate and apply the Equipment in each case.

  
  3.4. The Lessor shall be responsible for carrying out periodic inspections and maintenance of the Equipment in order to keep it in proper condition for use and operation. The Lessor shall be responsible for the cost of such inspections as well as any repairs that may be required to be carried out on the Equipment, provided that they are the result of normal breakdowns resulting from its correct use by a qualified operator. The Lessee shall be responsible for making the Equipment available to the Lessor for carrying out the necessary maintenance.

  
  3.5. If the Equipment breaks down or experiences any abnormality, the Lessor must be notified immediately by telephone, confirming the notice in writing within 24 hours of the initial notification. A downtime due to a breakdown will only be considered effective upon receipt of such notification, confirmed in writing; no other claims will be accepted.

  
  3.6. The Lessee must inform the Lessor as soon as possible of any breakdowns or damage that the Equipment may suffer and proceed to stop it when so instructed by the Lessor, either to avoid aggravating the breakdown or for safety reasons. The Lessee will be responsible for any damage caused by not stopping the leased Equipment.

  
  3.7. The Lessee shall be responsible for the fuel, wear materials, and all lubricants, oils, greases, electrolytes, and consumables required by the Equipment for its normal operation, as well as for the performance of daily maintenance in accordance with the operating manual, which includes:
  a. Check and maintain daily oil levels in the engine, gearbox, hydraulic system, and other parts of the equipment, electrolyte levels in the battery, and coolant levels in the cooling system according to the manufacturer's specifications.
  b. Check and maintain the manufacturer's recommended air pressure in the Team's tires (if equipped) weekly.
  c. Properly repair any puncture or other damage to the Team's tires (if any), bearing the expense of replacing any damaged by the Team or its employees.

  
  3.8. Likewise, the Lessee shall be responsible for any repairs required to the Equipment due to damage or breakdowns that may result from misuse, negligence, or incompetence by the Lessee or the personnel authorized by the Lessee to use the Equipment.

  
  4. Insurance

  
  4.1. The Lessor has contracted an insurance policy that guarantees "Civil Liability" for damages that the equipment subject to this contract may cause to third parties as a result of a manufacturing defect. It is the Lessee's responsibility to include said equipment in its civil liability policy, in order to cover damages that, as a result of its use, may be caused to third parties or to the leased equipment itself.

  
  4.2. Leased vehicles carry the corresponding Mandatory Vehicle Insurance (SOV), which does not cover damage caused by operations other than traffic. The Lessee acknowledges that this insurance does not cover damage to the Lessee and/or third parties caused by operations, maneuvers, and locations other than those established by the legislation regulating insurance for motor vehicle traffic. Therefore, any damage or malfunction during construction will be borne by the Lessee. Notwithstanding the foregoing, the Lessee shall be liable for any damage caused to third parties or damage to the leased equipment.

  
  4.3. In the event of total loss of the leased equipment, the value stated on the front will be taken as the value ; in the absence of this value, the replacement value will be the value of new equipment for goods less than 18 months old, and 70% of the new value for goods older than that.

  
  4.4. If the Lessee requests it from the Lessor, they may subscribe, at the price indicated on the front under the heading "damage coverage," to the Lessor's coverage for accidental damage to the leased equipment, with the following exclusions: misuse, negligence, or lack of skill in the use of the leased equipment; theft or robbery without force or violence of the unit or any of its components; acts of vandalism, terrorism, or sabotage. This coverage will carry a deductible of FIVE THOUSAND EUROS per claim, payable by the Lessee. Alternatively, if the Lessee does not wish to subscribe to damage coverage, they must provide the Lessor with satisfactory evidence of valid insurance policies covering damage and loss of the Equipment for the value stated in the Contract. The aforementioned insurance must be valid for the entire lease period.

  
  4.5. The Lessor reserves the right to terminate the rental agreement even before its commencement if it deems the insurance coverage insufficient or if its validity period has expired without being validly extended or replaced. In any case , the Lessee is responsible for including the equipment in its liability insurance policy to cover any damages that may be caused to third parties as a result of its use.

  
  5. Using the equipment

  
  5.1. The Equipment may only be used for the location and purpose specified in the Contract, and in any case, unless expressly authorized by the Lessor, only within the Kingdom of Spain. Use of the Equipment in any other location or for any purpose, or shipment of the Equipment outside of Spain without written authorization from the Lessor, will be considered misuse or abuse and, without prejudice to any damage suffered by the Equipment for which the Lessee is responsible, will entitle the Lessor to terminate the contract under the terms set forth in the eighth clause and/or, at the Lessor's discretion, to apply a surcharge of up to 400% on the rent received and pending receipts until the Equipment is terminated and returned to the Lessor. The Equipment will be used exclusively by the Lessee and may not be transferred or leased to third parties without the express authorization of the Lessor.

  
  6. Equipment transportation

  
  6.1. Unless otherwise agreed, the Lessee shall be responsible for transporting the Equipment from the Lessor's premises to the work site, unloading it, and returning it to the Lessor's premises and complying with all applicable regulations. The Lessee shall be liable for damage to the Equipment during transport and shall also be responsible for insuring it from the beginning to the end of said process.

  
  7. Team ownership

  
  7.1. The Lessee acknowledges at all times that Finanzauto , SAU, holds the Equipment as its owner. Therefore, in the event of a seizure or any other act by judicial or administrative authorities, or even by private individuals, that disrupts the ownership or possession of the Equipment covered by this contract, the Lessee shall be obliged to declare its position to said third parties and to duly notify the Lessor of the facts in question as soon as possible.

  
  7.2. In the event that the Lessee is declared judicially in a state of bankruptcy, the Lessor will be considered a creditor of ownership in accordance with the provisions of Bankruptcy Law 22/2003, of July 29, 2003, and may exercise the action of separation of the Team from among the Lessee's assets and abstain from attending the Creditors' Meetings that are convened, without being affected by the agreements or conventions that may be adopted.

  
  8. Termination of the contract

  
  8.1. The Lessor may terminate the contract unilaterally if the Lessee ceases to pay the agreed rent, uses the Equipment for any purpose other than that stated, or breaches any of the obligations assumed under this contract, without any other requirement than express notification by the Lessor at the Lessor's address specified in the Contract. Such termination shall entitle the Lessor to remotely stop and immobilize the Equipment, immediately recover it, and claim any rent already received. The Lessor shall also be entitled to claim any outstanding rent up to the date of termination of the contract, 50% of the rent remaining until the scheduled termination of the contract, and the costs of removal.

  
  8.2. In the event of early termination of the contract by unilateral will of the Lessee, the Lessor shall be entitled to receive 50% of the rent remaining until the scheduled termination of the contract and the withdrawal costs.
  In the event of non-payment of the amounts due under this contract, they will accrue default interest of 1.5% per month from the date they become due.

  
  9. Return of material and penalty clause

  
  9.1. Upon expiration of the contractual term or termination of this Agreement, the Lessee shall be obligated to return the Equipment to the Lessor clean and in the same condition in which it was received, except for normal wear and tear, which for the undercarriage and tires is set at 3% every 200 working hours for wheeled machines and 3.5% every 200 hours for tracked machines. Washing and removal of any sludge shall be charged in full to the client, at the following rates, and shall be included in the final invoice:
  a. Standard wash, included in the rate
  b. Medium wash   200 + VAT
  c. Heavy wash   400 + VAT

  
  9.2. Without prejudice to the obligation assumed by the Lessee in relation to its return and transportation to the Lessor's premises, the Lessor may choose to remove it by its own means from the place where it is located in the Lessee's care, with the Lessee authorizing the Lessor to enter the Lessee's premises for this purpose.

  
  9.3. In the event that the Lessee, once the contract has been terminated or resolved, refuses to return the Equipment to the Lessor, without prejudice to the actions that correspond to the Lessor in such case for the recovery of the Equipment, the Lessee will be obliged to compensate the Lessor with an amount equivalent to three times the monthly rent set, for each month or fraction that the Equipment has been improperly retained.

  
  10. Waste management fee

  
  10.1. A 1% waste management fee will be charged to the Lessee on the monthly lease payment and will be included in the final invoice.

  
  11. Stops, breakdowns and thefts

  
  11.1. If the Equipment breaks down or suffers any anomaly, damage, or theft, it is mandatory to notify the Lessor immediately by telephone, confirming the notice in writing within 24 hours. The downtime due to a breakdown will only be considered effective upon receipt of such notification, confirmed in writing; no other claims will be accepted.

  
  11.2. No claims will be accepted for downtime, including, but not limited to, downtime due to poor or adverse conditions of the terrain on which the Equipment is operating, downtime due to weather conditions, work stoppage for any other reason, downtime due to unforeseen circumstances, or downtime that may be the Lessee's responsibility. If the downtime is due to the Lessor's fault, the Lessor will suspend the lease agreement for the duration of the downtime.

  
  11.3. The loss of the Equipment due to theft, robbery, or its inoperability due to damage caused by criminal activities will not suspend the validity of the Contract or result in its termination until the Lessee provides the Lessor with a copy of the corresponding report to the police or judicial authority of the criminal acts justifying such damage or disappearance.

  
  12. Inspection and control

  
  12.1. The Lessee shall allow the Lessor access to the Equipment site at all times and without prior notice or authorization for inspection, repair, monitoring, and maintenance operations. The Lessee's refusal to grant this permission shall entitle the Lessor to terminate the Agreement and release the Lessor from all liability for any damage to the Equipment or any damage it may cause to persons or homes resulting from the failure to perform such maintenance, inspection, and monitoring.

  
  13. Compliance with legal regulations

  
  13.1. The Lessee is responsible for compliance with the legal and administrative regulations for the safe use of the Equipment and the use of authorized fuel, and is responsible for any damages and penalties caused by noncompliance.

  
  14. Taxes

  
  14.1. All taxes that may accrue from the rental of the Equipment shall be the responsibility of the Lessee, unless they are required by law to be paid by the Lessor. Pursuant to law, electricity generation is subject to the Electricity Tax. Finanzauto , SAU is not, pursuant to law, a producer of electricity and is therefore not subject to said tax. The Lessee shall be solely responsible for obligations relating to the aforementioned tax, including its payment, provided that, pursuant to law, it is considered an electricity producer and/or in the case of self-consumption.
   
  Acceptance of the terms and conditions of Finanzauto , SAU
  I declare that I have read and understood the Terms and Conditions of Finanzauto , SAU, I accept them, and I declare that I have the authority to represent the Client, committing to indemnify Finanzauto , SAU for any damages that may arise from the lack of veracity of the above statement.
  I declare that I have been free to request legal advice in order to understand the nature and effects of all the provisions of these Terms and Conditions of Finanzauto , SAU, and that I have requested such advice, or have voluntarily waived it, because I do not consider it necessary.
  I expressly acknowledge having received, prior to signing this contract, information on its general terms and conditions. I also declare that I have reviewed and understood the content and scope of all the clauses in this contract and express my agreement and acceptance of them , especially those that limit my rights and impose responsibilities.

• Terms And Conditions US

     TERMS AND CONDITIONS OF CYCLICA INC.

  
  1. The Contract 

   

  1.1. These Terms and Conditions govern the offering, sale and delivery of all goods and/or services by CYCLICA INC. to the Customer ("the Contract"). The term "Contract" covers documents related to the goods and/or services (including, without limitation, the Sales Order) that are agreed by and between CYCLICA INC. and the Customer (jointly, "the parties") even if such document does not bear the name of "Contract", once it has been accepted by both parties. 

   

  1.2. The Contract constitutes the entire agreement between the Parties, and as such any clauses, terms and conditions that the Customer may propose or incorporate are rejected, unless accepted expressly in writing by CYCLICA INC. and signed by the parties. The Contract is not binding until signed by the parties via written Sales Order. In no event shall said acceptance be deemed to have been granted via e-mail or other electronic message should there not be a signed Contract between the parties. In no event shall such acceptance be deemed to have been granted implicitly. 

   

  1.3. Any contradictions between that set forth in this document and those conditions that, if applicable, may be incorporated by the Customer in the documentation relative to the goods or services that form the object of the Contract (when, pursuant to that set forth in the foregoing paragraph, they are accepted by CYCLICA INC. expressly and in writing) shall be resolved in favor of that set forth in this document, unless expressly agreed otherwise, in writing, and signed by the parties. Any clause that contradicts the foregoing shall be deemed not to be included.

   

  1.4. The Contract shall enter into force when the first of the following events takes place:

  1. The signing of the Contract.
  2. The issue of an order document, once expressly accepted by CYCLICA INC., when the Contract has not been signed by the Customer.
  3. The acceptance, by CYCLICA INC. of a total or partial payment made by the Customer.
  4. The delivery of material by CYCLICA INC.

   

  1.5. Technical specification, illustration, graph, plan, design, price list, valuation, performance figures or tolerances or any other technical data supplied by CYCLICA INC. in relation to any Contract, whether in writing or in any other form (the "Data") do not form part of the Contract and shall be deemed to have been delivered to the Customer merely for informational purposes, except when the parties have agreed expressly, unambiguously and in writing to grant them contractual value.  CYCLICA INC. in no case guarantees the accuracy of the Data or the absence of errors therein.  The Data supplied by the Customer likewise does not form part of the Contract, unless the parties have agreed expressly, unambiguously and in writing to grant them contractual value.  The authorization or approval of Data supplied by the Customer via e-mail shall be deemed null and invalid. 

   

  1.6. In the event of any inconsistency between the documents that form part of the Contract, they shall be interpreted in the following order of preference: 

  1. The Sales Order.
  2. The Terms and Conditions of CYCLICA INC.
  3. The Terms and Conditions of the Customer, having been accepted expressly and in writing, evidenced through signature by the parties by CYCLICA INC. In any case, the existence of a clause, term or condition of the Customer, contrary to that set forth herein, owing to its incorporating a different rule of preference, shall be deemed null and not included, even though the document of the Customer that includes said clause, term or condition has been accepted by CYCLICA INC., unless specific precedence has been given thereto expressly and in writing.
  4. The Data, when, pursuant to that declared above, they have contractual value.

   

  1.7. The deadlines established in the Contract, whether for delivery or those contemplated for the termination of the repair and maintenance services, shall be considered approximate and shall not be deemed essential terms of the Contract, unless the parties have granted them, expressly, unambiguously and in writing, the nature of essential terms of the Contract.

   

  2. LIMITATIONS AND EXCLUSIONS OF LIABILITY (THE CUSTOMER MUST READ THIS CLAUSE CAREFULLY)

   

  2.1. THE MAXIMUM AGGREGATED LIABILITY OF CYCLICA INC. RELATED TO THE CONTRACT SHALL IN NO EVENT EXCEED THE LOWEST OF THE FOLLOWING AMOUNTS: 1. THE AMOUNT INVOICED BY CYCLICA INC. FOR THE GOODS FROM WHICH SAID LIABILITY DERIVES. 2. THREE HUNDRED THOUSAND US DOLLARS (US$300,000).  3. IN THE CASE OF THE SALE OF GOODS, 50% OF THE COST OF THEIR REPLACEMENT. ANY CLAUSE CONTRADICTING THE ABOVE-MENTIONED GLOBAL LIMIT SHALL BE DEEMED NOT INCLUDED.

   

  2.2. CYCLICA INC. SHALL IN NO CASE BE LIABLE TO THE CUSTOMER FOR LOSS OF PROFIT OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH BREACH OF WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE OR OTHERWISE. 

   

  2.3. CYCLICA INC. is not liable, in any event, for damages, expenses or costs, that the Customer or its employees, managers or officers may have suffered as a consequence of any activity of CYCLICA INC. carried out pursuant to instructions given, by any means (i.e. verbal, written or other) by the Customer in relation to the Contract. The Customer is exclusively liable for any damages, expenses or costs deriving from error, omission or defects in such instructions, and agrees to indemnify, defend and hold harmless CYCLICA INC., the officers of CYCLICA INC. and their directors against any resulting claims or damages. In no instance shall CYCLICA INC. or its third party insurers be responsible for losses contemplated in the clauses detailed within the Contract, and the Customer agrees to subrogate the rights of any party that may have an interest in claiming losses as defined in these clauses.

   

  2.4. CYCLICA INC. shall not be liable for meeting contractual obligations as a consequence of unforeseeable events or force majeure. For these purposes an unforeseeable event is deemed to be that which is habitually deemed reasonable, cannot be foreseen but which, if foreseen, would have been avoidable, and force majeure is that which, even if foreseen, would be inevitable. Among others, causes of force majeure include, without limitation, strikes or other labour actions, riots, scarcity of materials in the market, lack of supply or delay in delivery by any manufacturer (hereinafter, "OEM", acronym for "Original Equipment Manufacturer"), electrical power cuts, fire, flood, earthquake, war, delays by land, air or sea transport companies (whether national or international), occupational accidents or those of any other nature, delay or breach of contractual obligations by companies subcontracted by CYCLICA INC. or suppliers of the latter, sabotage, explosion, blockages, embargos, coups d  tat, invasions or acts of terrorism.

   

  2.5. CYCLICA INC. is not liable, in any way, for damages deriving, directly or indirectly, from the lack of maintenance or defective maintenance by the Customer of the goods supplied, pursuant to the tasks described in the manuals and technical information of the respective OEM. 

   

  2.6. CYCLICA INC. shall not be liable, in any event, for damages that may derive, directly or indirectly, either from the Data supplied by CYCLICA INC. or those supplied by the Customer, unless they have been given contractual value according to that agreed by the parties pursuant to the provisions of clause 1.5. In this latter case, the resulting liability shall likewise be subject to the exclusions and limitations of liability described in the foregoing paragraphs.

   

  2.7. The Customer acknowledges and accepts that the foregoing provisions have been clearly expressed, and understands and accepts them. The Customer knows that the fees and contractual conditions in connection with the goods are conditional upon acceptance of the Contract, and that without it no goods or service would have been offered.

   

  2.8. The limitations and exclusions of liability contained in this section are also deemed to be granted in the benefit of any employee, manager, officer, agents, subcontracted third parties or company of the TESYA Group.

   

  2.9. Any clause that contradicts the foregoing shall be deemed not to have been included, unless its modification is expressly and specifically agreed by the parties, in writing.

   

  3. Guarantee and term for inspection of that delivered

   

  3.1. EXCEPT AS PROVIDED HEREIN, CYCLICA INC. DISCLAIMS ALL WARRANTIES, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.

   

  3.2. When the supply is offered of specific goods with a specific guarantee, which must be offered and agreed in writing by the parties, CYCLICA INC. guarantees that such goods are free from defects with the contents and exclusions mentioned in the certificate of the OEM. The guarantee will cover, exclusively and when applicable and at the discretion of CYCLICA INC., the repair or partial replacement of the product. In no event shall the guarantee include any indirect costs including, without limitation, expenses of travel, board, towing, leasing of cranes and/or scaffolding, except in cases expressly contemplated in the guarantee of the OEM. In no event shall the guarantee be deemed to cover failures due to the breach, by the Customer, of operation or maintenance recommendations given by CYCLICA INC. or by the OEM, or contained in the respective operation and maintenance manual, or deriving from the use of fluids not specified in such manual, or from the use of non-original replacement parts, or from the lack of control of alarms, inspection thereof, or lack of control of their data records.

   

  3.3. The Customer must perform an in-depth inspection of the goods upon receipt. Any inconsistency or nonconformity of said goods or service with regard to that agreed, must be declared within the non-extendable term, as set forth in Section

   

  3.4. The Customer knows that the products supplied by CYCLICA INC. are complex, and that on occasion they incorporate minor ancillary material, the specifications of which, on occasion, may not coincide exactly with the technical specifications offered. Therefore, it is important for the Customer to perform the aforesaid in-depth inspections, within said term, especially if some element is especially important or relevant for its business. The Customer knows and accepts that, upon lapsing of said term, CYCLICA INC. shall have no obligation to correct or replace the product or service delivered, unless it has a defect as envisaged under the guarantee, if the latter is applicable.

  3.4. The Customer has the non-extendable term of seven (7) business days, as from delivery, to notify CYCLICA INC. of the existence of any inconsistency or nonconformity in the goods delivered or service provided and expressly waives the requirement to remedy inconsistency or nonconformity beyond this term, without prejudice to the coverage of the corresponding guarantee, when applicable.

   

  3.5. The Customer is a professional in its industry and is exclusively responsible for knowing whether what it is acquiring is valid for the purpose of its activity. CYCLICA INC. merely delivers that which is requested, without guaranteeing in any way that the goods supplied are valid or fit for use for such purpose or activity. 

   

  3.6. To the greatest extent permitted by law, when the Customer acquires used or rebuilt goods from CYCLICA INC., no guarantee is applicable to such goods. Notwithstanding the foregoing, CYCLICA INC. does not guarantee the certificates, permits, or official licences that accompany used or rebuilt goods as ideal for use in a specific territory or in which they may be required. In no event shall CYCLICA INC. pay the direct or indirect costs or modifications necessary in said used or rebuilt goods for the obtaining of such certificates, permits or licences. 

   

  4. Compensation

   

  4.1. The Customer declares that it has received and understands the manuals and technical information of the goods supplied. The Customer declares that it has been able to clarify any questions related to such manuals and information that it may not have understood. The Customer undertakes to follow the instructions and recommendations issued by the OEM in such manuals and information, and to perform, pursuant thereto and when applicable, the corresponding regular maintenance operations. The Customer shall indemnify and defend CYCLICA INC. and hold it harmless in relation to any claims or damages deriving, directly or indirectly, from the failure to follow said instructions and recommendations by the Customer, or by its employees, managers, officers, agents or subcontracted third parties. 

   

  4.2. The Customer must ensure that the goods supplied are installed, operated and maintained by qualified companies and personnel, and shall indemnify and defend CYCLICA INC. and hold it harmless from any claims or damages deriving, directly or indirectly, from a defective installation, operation or maintenance thereof even if CYCLICA INC. has been present during such installation, operation or maintenance activities In no case shall the presence of personnel of CYCLICA INC. during installation, operation and maintenance activities performed by the Customer, or by third parties subcontracted by the latter, be deemed to mean that CYCLICA INC. has provided tasks of technical advice, supervision or management of these activities. This presence must only be seen as an activity of support or commercial attention, with no commitment as to results or, therefore, assumption of liability.

   

  4.3. The Customer must ensure that the replacement parts and material used for any maintenance or repair tasks of the goods supplied have been manufactured by the OEM or recommended thereby. CYCLICA INC. shall not be liable for damages to the goods supplied or to third parties deriving from the use by the Customer of material not manufactured by an OEM. The Customer shall indemnify and defend CYCLICA INC. and hold it harmless in relation to any claims or damages deriving directly, or indirectly, from the use, by the Customer, of replacement parts and material not manufactured or not homologated by an OEM.

   

  4.4. The Customer shall indemnify and defend CYCLICA INC. and hold it harmless, in relation to any claims or damages, including personal harm (death, psycho-physical damages and moral damages) caused to third parties by the goods supplied, as a consequence of lack of maintenance or defective maintenance of the goods supplied, by the Customer. "Defective maintenance  shall be deemed to be that which does not fully respect the recommendations issued in writing by the corresponding OEM or by CYCLICA INC. In any case, "defective maintenance" shall be deemed to be that which does not respect that set forth in the corresponding maintenance manual of the corresponding OEM.

   

  4.5. The Customer shall indemnify and defend CYCLICA INC. and hold it harmless regarding any claims or damages deriving directly or indirectly from the use, by the Customer, of used or rebuilt goods that do not have the certificates, permits or licences required for their use in a specific area. The Customer shall hold CYCLICA INC. harmless from damages caused by said goods to third parties, or from possible fines or sanctions that may be imposed on CYCLICA INC., as a consequence of said use.

   

  4.6. The Customer shall indemnify and defend CYCLICA INC. and hold it harmless in relation to any claims or possible sanctions and interests that CYCLICA INC. may have had to bear as a result of the failure by the Customer to pay possible taxes, interests or sanctions to which the supply of the goods or provision of the service in question may be subject.

   

  4.7. The Customer shall indemnify and defend CYCLICA INC. and hold it harmless in relation to any claim addressed to CYCLICA INC. connected, directly or indirectly, with the delay in the receipt, or lack of receipt, of the good or goods and services to be supplied by the Customer. 

   

  4.8. The indemnities by Customer to CYCLICA INC. in this clause shall also be deemed to be granted to its employees, managers, officers, agents, and any company of the TESYA group.

   

  5. Form of payment

   

  5.1. The fees shall be paid by the Customer in United States Dollars, with no deduction for bank or financing charges, by means of bank transfer, bank check certified by the bank made out to CYCLICA INC.

   

  5.2. The fees shall only be deemed paid when received by CYCLICA INC. with no possibility of cancellation or retraction by the Customer or recourse against CYCLICA INC.

  5.3. Although CYCLCA INC. may have accepted a certain payment method, all the risks deriving from such method shall be borne by the Customer.

   

  5.4. The Customer authorizes CYCLICA INC. to assign a portion or all money received from the Customer to the payment, in the first place, of debts of the Customer corresponding to goods or services supplied in the past (including the payment of possible penalties or liabilities).

   

  5.5. The fees do not include any discount, unless granted by CYCLICA INC. expressly and in writing. The granting of discounts in one or more contracts in the past shall not be deemed in any way a commitment to the granting of discounts in future operations.

   

  5.6. Any possible discounts shall be deemed granted, unless agreed otherwise, against the fees of the goods or service, excluding taxes, and shall not be applied against any other charges that may correspond, additionally, to the supply of the goods or the provision of the service in question.

   

  5.7. The discounts that may, possibly, have been granted, shall be deemed automatically revoked in the event of failure or delay in the payment of the fees.

   

  5.8. CYCLICA INC. may require from the Customer prior to the delivery of the goods a sufficient provision of funds to cover the agreed fees (including applicable taxes), the amount of which shall be applied to the final invoice when issued. 

   

  5.9. CYCLICA INC. may permit the deferment of payment by Customer upon mutual consent, which may not exceed 30 days, or pursuant to that which is established in any legislation designated to the fight against late payment in commercial transactions. Deferment of payment beyond the maximum terms established in the legislation in force at any time shall have a financial cost for the Customer, which shall be established in the corresponding deferment agreement.

   

  6. Taxes

   

  6.1. The fees offered by CYCLICA INC. shall always be deemed net of taxes, including, without limitation, General Sales Tax (GST), which shall increase the final invoice payable by the Customer.

   

  6.2. The Customer is responsible for the payment of any taxes levied on the supply of the goods or the provision of the service in question. The Customer undertakes to pay to CYCLICA INC. taxes, interests and sanctions that CYCLICA INC. may have had to bear owing to the failure of the Customer to do so. 

   

  7. Delivery, transfer of risks

   

  7.1. Unless expressly stated otherwise in the Contract or expressly agreed in writing by the parties, the goods supplied for the United States domestic market shall be made available to the Customer and delivered at the facilities of CYCLICA INC. or their chosen partner locations as defined by CYCLICA INC., EX WORKS, with the Customer being liable for all the expenses and risks inherent to the loading, transport and subsequent unloading.  

   

  7.2. Goods for third countries or territories that do not form part of any common customs territory shared with the United States shall be made available to the Customer, alongside the ship, at the port agreed for embarkation thereof. CYCLICA INC. shall be the exporter of the goods and shall issue the corresponding export declaration to the agreed customs authority, the loading and embarkation of the goods in the means of transport for exit from the common customs territory being for the account of the Customer. The Customer is not authorized by CYCLICA INC. to issue any export declaration in which CYCLICA INC., or any of the companies of the TESYA Group is included as exporter. The Customer shall be liable and shall hold CYCLICA INC., or any of the companies of the TESYA Group harmless, in the event of breach of that set forth in this paragraph.

   

  7.3. Although ownership of that delivered shall be deemed transferred with the delivery (not with the possible commissioning, when applicable, even if this corresponds to CYCLICA INC.) CYCLICA INC. reserves the right to terminate the sale in the event of non-payment of fees, the Customer undertaking to return the goods supplied, at the Customer s expense, to the facilities of CYCLICA INC., in the same condition in which they were received.

   

  7.4. Unless otherwise agreed expressly and in writing, the Customer must collect the goods to be supplied in the maximum term of five calendar days as from notification by CYCLICA INC. to the Customer that the good or goods are available for delivery.

   

  7.5. Upon elapsing of the term stated in the foregoing paragraph, the goods shall remain in deposit at the facilities of CYCLICA INC., and the Customer shall assume the risks of deterioration or loss. The Customer must pay to CYCLICA INC. the reasonable costs of deposit and a penalty equivalent to the rental price, according to the public retail price (PVP for rent) of the good or goods to be supplied or, when this price does not exist since the assets in question are not rented, a penalty per day of delay, equivalent to 1.0 % of the public retail sale price of the good or goods to be supplied. 

   

  7.6. At the time of delivery, the Customer must perform an in-depth visual inspection of each and every one of the visible elements of the object of delivery. For such task, at the time of delivery an employee, representative or agent of the Customer must be present, with sufficient knowledge to acknowledge receipt of that which is delivered and to make the observations, declarations or nonconformities that he may deem it appropriate to make. Receipt by the Customer of the good or goods to be supplied, without having made any observation, declaration or nonconformity, shall imply the acceptance of the supply with no possibility to retroactively claim any inconsistency or nonconformity. Therefore, it is important, for the Customer, to perform this visual inspection in depth. The Customer shall be exclusively liable for the lack of inspection or absence of the presence of qualified personnel of the Customer to perform the inspection. 

   

  7.7. Physical delivery with no declaration of nonconformity shall be evidence that the Customer has received the good or goods in perfect condition, complete, and pursuant to that agreed in the Contract (or with non-essential deviations accepted by the Customer). Should CYCLICA INC. so require, the Customer shall sign an acknowledgment of receipt confirming the lack of nonconformity with that received.

   

  7.8. With the delivery of the good or goods to be supplied, the corresponding manuals and technical information shall likewise be delivered. However, in the case of used equipment, it will not always be possible to deliver said manuals and technical information to the Customer. The Customer is responsible for ensuring the receipt of this documentation, and for conserving it throughout the whole useful life of the good or goods delivered. Unless the Customer declares otherwise at the time of delivery, said manuals and technical information shall be deemed to have been delivered together with the good or goods delivered, and the Customer may not subsequently allege that it has not received them, unless CYCLICA INC. expressly acknowledges not having delivered them. It is the obligation of the Customer to provide said manuals and technical information to all who require them for their use, operation and maintenance as well as to third party acquirers. 

   

  7.9 Should CYCLICA INC. expressly agree in the Contract to manage and deliver the services of loading, transport or unloading and insurance on behalf of the Customer, CYCLICA INC. may freely choose the company or companies to be subcontracted. The Customer waives the possibility of demanding from CYCLCIA INC. liability deriving directly or indirectly from the contracting, by CYCLICA INC. and on behalf of the Customer, of the services of loading, transport or unloading. The Customer shall indemnify and defend CYCLICA INC. and hold it harmless in relation to any claim deriving, directly or indirectly, from the appointment, by CYCLICA INC. and on behalf of the Customer, of the company or companies responsible for providing the services of loading, transport or unloading, and/or from the breach by this company or companies of their obligations, including, among other breaches, delay in delivery.

   

  7.10. Six months from the communication of making available of the goods subject to supply, if the physical delivery has not taken place, for any cause that is not attributable to CYCLICA INC., CYCLICA INC. at their discretion may decide to terminate the Contract, taking as its own the goods subject to supply, and return the fees, discounting therefrom the quantities that may be applicable for damages, prejudice, costs, expenses and penalties, pursuant to that set forth in the previous sections.

   

  7.11. The Customer may supply material, for the purpose of its assembly. The material supplied by the Customers must comply with the conditions specified in the document of the OEM "Customer Supplied Equipment", or that which may replace or amend it at any time, of which the Customers declare that they are aware. It is the exclusive responsibility of the Customer to ensure the compatibility of said material with the equipment supplied by CYCLICA INC., even if CYCLICA INC. has been entrusted with its assembly or installation. CYCLICA INC. will not be liable for material supplied by the Customers, nor for any damage it may cause, especially in cases of its compatibility with the equipment supplied by CYCLICA INC.

   

  8. Delay or lack of payment  

   

  8.1. The delay or lack of payment of all or part of the agreed fees shall entitle CYCLICA INC. to consider any future instalments agreed upon for the total payment as immediately due.

   

  8.2. Delay or lack of payment of all or part of the fees shall entitle CYCLICA INC. to:

  1. Charge the Customer interest on the outstanding debt (outstanding debt means that resulting from the early maturity of future instalments, when CYCLICA INC. exercises the power referred to in the previous section) as well as collection costs, pursuant to that contemplated in the respective legislation based on the registration status of CYCLICA INC., which establishes measures to fight against late payment in commercial transactions, or equivalent rule by which it may be replaced.
  2. Retain the delivery of the goods to be supplied or stop them if they have commenced. In this case, the Customer must pay the reasonable costs of deposit of the goods retained, or the materials required for the provision of said services, the Customer assuming the risk of deterioration or loss thereof. This power will also be in force in the case of delay or lack of payment of any amount due to CYCLICA INC. either as part of the Contract or otherwise.
  3. Demand from the Customer, at the choice of CYCLICA INC., performance of the Contract, or its termination, with compensation for damages in both cases.

   

  8.3. The acceptance, by CYCLICA INC., of partial payment instruments including, without limitation, bills of exchange, checks or promissory notes, may not be deemed in any way as indicative of the granting of any deferment of payment, or represent the waiver, by CYCLICA INC., of the exercise of the powers available to it pursuant to the preceding paragraphs.

   

  9. Causes of termination  

   

  9.1. Unless the parties expressly agree otherwise in writing, the Contract may be terminated by CYCLICA INC. for the following causes, or without cause,: 

  1. The declaration of bankruptcy proceedings (or those by which they are legally replaced) unless automatic termination is imperatively prohibited by law.

  2. The impossibility, for the Customer, to pay its current obligations, even if it has not entered bankruptcy proceedings.
  3. The breach, by the Customer, of any of its contractual obligations.
  4. The failure of the Customer to be up to date with its tax and Social Security obligations, or the failure to deliver the corresponding certificate showing that it is up to date, when requested to do so by CYCLICA INC.
  5. The suspension of the activity of the Customer, for any cause.
  6. Criminal liability of the Customer, for any of the offences contemplated in any legislation under which such liability may be defined.

   

  9.2. Termination for any of the above causes shall entail the payment, by the Customer, of any damages, prejudices, costs and expenses that this may have caused to CYCLICA INC. 

   

  10. Ethics and Compliance

   

  10.1. The Customer is aware that CYCLICA INC. abides by high international standards regarding money laundering, finance of terrorism and anti-corruption. CYCLCIA INC. requires its Customers to comply with the imperative regulations on these matters and, in particular, those relative to United States and United Nations sanctions against certain countries and persons, to which the Customer shall refrain from providing goods and services

   

  10.2. The parties declare that, to the extent of their knowledge, neither CYCLICA INC., nor the Customer, nor any of their employees, managers, officers or agents, has offered or promised any type of compensation or reward with the objective of obtaining the signing of the Contract, beyond the commissions that, if applicable, the salespersons of CYCLCIA INC. or its agents may be contractually entitled to receive from CYCLICA INC.

   

  10.3. The Customer undertakes to notify CYCLCIA INC. of the circumstance of having become aware that CYCLICA INC., the Customer, or any of their employees, managers, officers or agents has offered or promised any type of compensation or reward of those mentioned in the foregoing paragraph.

   

  10.4. The Customer shall indemnify and defend CYCLICA INC. and hold it harmless in relation to claims or damages deriving from the breach, by the Customer, of the obligations to which it has committed in the foregoing paragraphs.

   

  11. The Environment

   

  11.1. Whenever the supply of goods or the provision of services is to take place outside the facilities of CYCLICA INC. or their chosen partners, the Customer shall undertake on its own account the correct management of any waste generated pursuant to regulations in force.

   

  12. Voidability

   

  12.1. The nullity of any of the clauses of the Contract or of the Terms and Conditions of CYCLICA INC. shall not entail the nullity of the Contract or of the Terms and Conditions of CYCLCIA INC., but only of the clause affected by the nullity.

   

  13. Joint and several liability

   

  13.1. If for any reason the Contract should be signed by and between CYCLCIA INC. and two or more Customers, the liability corresponding to the latter pursuant to the Contract, or to these Terms and Conditions of CYCLICA INC. shall be joint and several.

   

  14. Assignment

   

  14.1. The Customer may not assign, delegate or transfer the rights and obligations that correspond to it pursuant to the Contract, without the prior, written consent of CYCLICA INC.

   

  15. Intellectual property

   

  15.1. The intellectual property rights corresponding to the goods, documentation and information supplied to the Customer (including, without limitation, trademarks, patents, copyrights, designs, models or industrial drawings, plans or graphs, and all applications therefor and registrations, renewals, and extensions thereof) belong, as applicable, to CYCLICA INC. or to the corresponding OEM. 
   
  15.2. In no case may the supply of goods, documentation and information be interpreted as an implicit transfer to the Customer of the rights mentioned in the preceding paragraph. The Customer acknowledges that it has no intellectual property rights with regard to the goods, documentation and information supplied by CYCLICA INC.

   

  15.3. The Customer shall in no case declare that it is the owner or holder of the rights mentioned in the foregoing paragraphs.

   

  15.4. Should the Customer become aware that any person alleges that the supply of goods or the provision of services that form the object of the Contract infringes any intellectual property rights of third parties, it will immediately provide written notice to CYCLICA INC.

   

  15.5. All the documentation and information delivered to the Customer must be deemed as intended to ensure adequate compliance with the obligations of the parties pursuant to the Contract. Furthermore, such documentation and information shall be deemed confidential, and may not be communicated in any way to third parties, except that which is inherent to the goods supplied, such as the operation and maintenance manuals.

   

  16. Telemetry systems

   

  16.1. The goods supplied may have telemetry systems incorporated for the purpose of transmitting to the corresponding OEM certain data relative to such goods including, without limitation, the model and series of the goods, their location and operational information of all kinds (for example: emissions, alarms, Hobbs meter).

   

  16.2. The Customer authorizes CYCLICA INC. or any other company that CYCLICA INC. may designate and the corresponding OEM to activate said telemetry systems and to process the resulting information, for the following purposes:

  1. To improve Customer service. 
  2. To help the Customer to manage its equipment.
  3. To provide information for statistical purposes for the performance of market studies.
  4. To enable CYCLICA INC. or the OEM to advise the Customer regarding the acquisition of goods or services related to them.

   

  16.3. CYCLICA INC. shall take reasonable precautions to protect the privacy of the Customer, when it processes the information referred to in the previous paragraphs, and it undertakes to use said information exclusively for the purposes described in the previous paragraph.

   

  17. Communications

   

  17.1. All communications of the parties in relation to the Contract shall only be valid and effective if received in writing. 

   

  17.2. In no event shall communications exchanged via the use of digital social communication tools or instant messaging applications, such as WhatsApp, Facebook, Instagram, Snapchat and similar applications be contractually valid.

   

  17.3. The addresses of the parties communicated in the Contract are valid addresses for the purposes of communications relating to the Contract.

   

  18. Independent parties 

   

  18.1. The Customer s relationship with CYCLICA INC. will be that of an independent contractor, and that which is agreed in the Contract may not be interpreted as constituting a company, temporary or permanent business union, joint venture, agency or association of any type.

   

  18.2. Each party is responsible for the management and administration of its personnel and employees, for technical, professional or employment purposes, and it may in no way be considered that the personnel of one party has been under the supervision, control or management of the other owing to the circumstance of the latter having been present during the provision of services or work by such personnel.

   

  19. No waiver of rights

   

  19.1. The commercial concessions or waiver of rights, benefits or penalties by CYCLICA INC. in relation to a specific Contract may not be deemed, in any way, as constituting an implied agreement, for future contracts, by which CYCLICA INC. undertakes to grant the same or similar concessions, or to waive said rights, benefits or penalties.

   

  19.2. The fact that CYCLICA INC. has allowed temporarily, in relation to any Contract, the total or partial breach of obligations by the Customer, or has not required said compliance, may not be interpreted as meaning that CYCLICA INC. waives the requirement of compliance or full compliance with said obligations.

   

  19.3. Likewise, the fact that CYCLICA INC. has not made use of its power to require the Customer to pay quantities in the concept of contractual or extra-contractual civil liability, costs, expenses, interests or penalties, shall not be interpreted as meaning that CYCLICA INC. has waived its right to require the Customer to make said payment.

   

  19.4. The termination of the Contract, for any cause, shall not entail the waiver of CYCLICA INC. to require the payment, by the Customer, of quantities owed, including contractual or extra-contractual civil liability, costs, expenses, interests or penalties.

   

  19.5. The agreement regarding penalty clauses in benefit of CYCLICA INC. does not entail the waiver of the requirement of the contractual or extra-contractual civil liability of the Customer.

   

  19.6. The agreement regarding penalty clauses in benefit of the Customer shall entail its waiver of the requirement for contractual or extra-contractual civil liability of CYCLCIA INC., unless agreed otherwise expressly and in writing.

   

  20. Jurisdiction and applicable law  

   

  20.1. The Customer and CYCLICA INC. expressly submit to the courts located in Harris County, Texas in the United States, the resolution of divergences as may arise between them, which in any case shall be resolved according to United States regulations unless expressly agreed otherwise in writing. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

   

  21. Notice

   

  21.1 All notices permitted or required under the Contract shall be deemed to have been given: (a) when delivered in person (including by overnight courier); or (b) three business days after being mailed by first class, registered or certified mail, postage prepaid, in each case to CYCLICA INC. s registered agent s office located at 5301 Southwest Parkway STE400, Austin, Texas, 78735. Notices permitted or required under the Contract may also be given via electronic email to siniestros@finanzauto.es.

  CYCLICA, INC.
  File Number: 805879739
  Registered Office: 5301 Southwest Parkway, Ste 400, Austin, TX 78735

   

   

   

  GENERAL PURCHASE CONDITIONS

   

  1. General: All orders to suppliers are subject to these purchase conditions, unless otherwise agreed in writing and signed by both parties. The supplier's conditions that appear in the offer or in any other document of the latter shall have no value unless they are expressly accepted by CYCLICA, INC. in writing. The general conditions included in any offer, contracts and documents emitted by the suppliers shall not affect CYCLICA, INC. in any way, unless there is an express manifestation of approval and conformity with them. Any modification to this agreement will only take effect if CYCLICA, INC. gives its consent in writing. In any case, for CYCLICA, INC. to be bound by an order or modification, it is necessary that the corresponding document be signed by two representatives of CYCLICA, INC.

   

  2. Agreement: The supplier must return to CYCLICA, INC. a copy of this order duly signed as a confirmation of the details included in this agreement, as well as acceptance of the rest of these purchase conditions. CYCLICA, INC. reserves the right to cancel the order at any time if it has not received the duly signed acknowledgement as contemplated in this clause within a period of 14 business days, counting from the date of extension of this order.

   

  3. Product Certification: The product supplied complies with the applicable Product Safety Directives, shall have the necessary Markings, Certificate of Conformity or any other Certification that will allow CYCLICA Inc, or their successors, to legally dispose of the product in the United States of America.

   

  4. Price: The price as detailed within this Agreement will be understood to be fixed, and therefore not subject to variation, whatever circumstances may occur, unless otherwise agreed in writing between the parties. The Supplier warrants that the product or services are not subject to lien, outstanding debt, or any other legal claim that could impact, disallow or otherwise inhibit CYCLICA INC. from trading, selling or undertaking their normal operations in regard to the product or service detailed in this Agreement. The Supplier acknowledges and undertakes to reimburse CYCLICA INC. for any losses or damages that they may occur due to this warranty.    

   

  5. Delivery: Delivery must be made on the date and place and in line with the Incoterms included in this agreement. When no delivery time has been indicated, it is understood that delivery is immediate. In the event of non-compliance with the established deadline, CYCLICA, INC. reserves the right to cancel the order, demanding compensation for damages suffered.

   

  6. Payment terms: If special payment conditions are not indicated in this Agreement, the invoices/debit notes will be paid 60 days from the date of such invoice/debit note by bank transfer on the 10th and 25th of each month, understanding that if an invoice is due after the 10th it will be transferred on the 25th of the same month, and if it is due after the 25th it will be transferred on the 10th of the following month. 

   

  7. Delivery Terms: Unless otherwise detailed in this Agreement, deliveries will be made DDP latest version at CYCLICA, INC.'s facilities which are included in this Agreement or any other location that CYCLICA, INC. may designate in writing to the Supplier.

  8.Claim, compensation and warranties: The conditions established by CYCLICA, INC. on measurements, qualities and forms of execution will be fulfilled with the greatest accuracy. Supplies and services that do not coincide with the information included in this Agreement will entitle CYCLICA, INC. to totally or partially terminate this contract, with compensation, at the expense of the Supplier, for damages. After 14 days of sending the appropriate claim in writing to the supplier, CYCLICA, INC. has the right to return the merchandise to the supplier at the supplier's expense and risk.

   

  9. Assignment and cession: The Supplier may not cede or assign this Agreement to any other party without the express written consent of CYCLICA, INC.

  10.Code of Conduct for CYCLICA, INC. Suppliers. The Supplier is obliged to comply with the laws of the applicable legal system or applicable legal systems. In particular, the Supplier shall not, actively or passively, directly or indirectly, commit any form of bribery, any violation of the basic fundamental rights of workers, or employ minors. In addition, the Supplier shall be responsible for the safety and health of its workers, shall act in accordance with applicable environmental laws, and shall endeavour to promote this Code of Conduct among its suppliers. In addition to any other rights and remedies CYCLICA, INC. may have, CYCLICA, INC. may terminate the contract and/or any purchase order issued under this Agreement in the event that the Supplier fails to comply with such obligations. However, if the Supplier's breach of contract can be remedied, CYCLICA, INC s. right to terminate this Agreement is subject to the condition that such breach has not been remedied by the Supplier within a reasonable period of time set by CYCLICA, INC.

   

  11. Export Control and Foreign Trade Regulations: The Supplier shall comply with all Export Control, Customs and Foreign Trade Regulations (Foreign Trade Regulations). The Supplier shall notify CYCLICA INC. in writing within two weeks of receipt of the order, and in case of any change to the order without undue delay, of all information and data required by CYCLICA, INC. to comply with all Foreign Trade Regulations in case of export and import, as well as in case of re-export, including without exception: All classification codes required by the Export Control Regulations, including the Export Control Classification Code according to the US Trade Control List (ECCN), the statistical heading of the goods according to the current classification for Foreign Trade Statistics and the Harmonized System (HS) codification, the country of origin (non-preferential origin); and at CYCLICA, INC s request, the Supplier s declaration of preferential origin (in case of European suppliers) or certificates of preferential origin (in case of non-European suppliers). The Supplier shall be liable for any expenses and/or damages incurred by CYCLICA, INC. due to any breach of the above obligations as well as any sanctions imposed by the EU or the UN.

   

  11. Data Protection: The Supplier undertakes to comply with all applicable laws and regulations regarding data protection. This includes, but is not limited to, obtaining all necessary consents for the processing of personal data, implementing appropriate security measures to protect personal data and cooperating with CYCLICA, INC. Failure by the Supplier to comply with the terms contemplated in this clause will render the Supplier liable to pay compensation for any damages suffered by CYCLCIA, INC. Furthermore, the Supplier undertakes to indemnify CYCLICA, INC. for any fines, penalties, costs, expenses, damages or losses that CYCLICA, INC. may suffer as a result of the Supplier's failure to comply with its data protection obligations. The Supplier must notify CYCLICA, INC. immediately if it becomes aware of any breach of personal data security or any other breach of data protection laws related to the contract. This clause shall survive termination of the contract.

   

  12. Reservation clause: CYCLICA, INC. will comply with the contract provided that there are no obstacles arising from national or international provisions of foreign trade law or embargoes (and/or other sanctions) that prevent it.

   

  13. Insurance, expenses and taxes: CYCLICA, INC. will not be responsible for any insurance costs that are not duly specified in the order. Any expenses and taxes that may arise from this order will be the sole and exclusive responsibility of the Supplier. 

   

  14. Jurisdiction: Both parties, CYCLICA, INC. and Supplier, expressly waiving any legislation or jurisdiction that may apply, expressly submit to the jurisdiction of the Courts and Tribunals of Harris Country, Houston, Texas, for any divergences that may arise from the interpretation of this order.

   

  15. Suspension / cancellation of order: CYCLICA, INC. may temporarily suspend and/or cancel the order in whole or in part at no cost if:
  a) The supplier is declared bankrupt.
  b) The supplier breaches any of the basic provisions of the Agreement or these General Conditions.
  In both cases, CYCLICA, INC. will maintain its rights over the cancelled part and may demand the resulting damages. 

   

  CYCLICA, INC.
  File Number: 805879739
  Registered Office: 5301 Southwest Parkway, Ste 400, Austin, TX 78735