General Purchase Conditions

1.- General provisions.

1.1.- Orders placed by SAVIA and contractual relationships to which SAVIA is a party shall be governed solely by these conditions of purchase, unless SAVIA has expressly entered into other agreements, in which case these shall apply.

1.2.- Modifications or extensions of these conditions shall only be valid if formalized in writing and signed by all parties, and shall only apply to the specific contractual relationship for which such modification has been drafted.

1.3.- Acceptance of the purchase order implies full acceptance of SAVIA's general conditions of purchase.

2.- Formalization of orders.

2.1.- Purchase orders and purchase orders, as well as their modifications and extensions, shall be made in writing, and the supplier shall acknowledge receipt thereof within a maximum period of 2 days from receipt, and shall send SAVIA a copy of the signed and stamped acceptance, together with a signed copy of the purchase protocol.as.

2.2.- Once the orders have been placed and accepted, they shall become firm and binding, unless SAVIA notifies the supplier to the contrary within 5 days from the date the order is sent.

3.- Delivery of goods.

3.1.- The products shall be delivered in the quantity, quality, time, place and conditions indicated by SAVIA in the orders and purchase orders placed in accordance with the provisions of this document.

3.2.- Unless specific conditions in this regard, the delivery of the products will be made at SAVIA's facilities, located in Cornella, carrer Treball, nº 39. In all cases the goods shall be accompanied by the corresponding delivery note which shall include, in addition to the generic delivery items, the total number of products delivered, number of batches, order number or purchase order to which it corresponds and, if applicable, sufficient instructions for its correct use and installation.

3.3.-The goods shall be delivered correctly packaged and it shall be the supplier's responsibility to ensure that such packaging is adequate and in optimum condition.

3.4.- The goods will be delivered carriage paid, the risks of transport being borne by the Supplier, unless otherwise specified.

3.5.- In the event of non-compliance with the delivery date of the goods for reasons attributable to the supplier, a financial penalty is expressly established:

3.5.1.- Purchases on credit, established in the amount of one (1%) of the total amount of the value of the goods covered by the contract, for each day of delay in the delivery of the goods up to a maximum of 10%.

3.5.2.- Purchases by promissory note, confirming or advance payment, established in the amount of one (5%) of the total amount of the value of the merchandise object of the contract, for each day of delay in the delivery of the merchandise up to a maximum of 25%.

3.6.- In the event that the supplier foresees difficulties in the delivery time of the goods, or in the event of force majeure circumstances beyond his control, he shall immediately inform SAVIA.

3.7.- Acceptance of the goods outside the agreed period does not imply any waiver of existing legal actions for compensation for damages caused.

3.8.- If the delay in delivery of the goods is exceeded by more than one week, Savia reserves the right to cancel the order of such goods.

4.- Inspection and reception of goods.

4.1.- Acceptance of the goods at the time of delivery shall be provisional, with reservation of the right to check their quantity, quality and suitability. In this context, the supplier waives the right to contest claims for defects made by SAVIA outside the usual deadlines.

4.2.- SAVIA shall communicate to the supplier the final acceptance of the goods as to the quantity delivered within a period not exceeding (15 days) from receipt.

4.3.- The definitive reception as to the quality and aptitude of the goods, will be subject to the previous detailed examination of the goods by SAVIA qualified personnel (and once the assembly works of the purchased product have started).

4.4.- Observed by SAVIA the existence of defects or anomalies in the goods supplied by the supplier, or that it does not conform to the technical specifications previously established, it will immediately inform the supplier and SAVIA may choose to, the termination of the purchase contract, to require the supplier to repair the defects or anomalies observed, or to carry out personally or through third parties contracted by it, the work or services necessary to remedy the defects observed, without prejudice to reserve, in any case, the right to take legal action against the supplier in claim for damages caused.

4.5.- In the event of non-compliance with the delivery date of the goods for reasons attributable to the supplier, a financial penalty is expressly established: The return of the goods to the supplier, whether for replacement, repair or return, shall always be at the supplier's expense, and the supplier shall be responsible for all shipping costs and expenses that such return may cause.

5.-Terms of payment.

5.1.- Unless expressly agreed otherwise, payment of invoices shall be made within the days shown on the official PDF order, counting from the date of delivery of the goods.

5.2.- Payment shall be made, under the agreed conditions, by transfer to the previously designated bank account or by any other expressly agreed procedure.

6.- Warranty.

6.1.- The supplier shall ensure that all materials supplied comply with current safety regulations.

6.2.- To the extent that the products supplied by the Supplier will be incorporated into a final product manufactured by SAVIA and this is offered to end consumers, unless expressly agreed otherwise, SAVIA shall have all the legal powers that consumers have against sellers, in accordance with Law 23/2003 of Guarantee. Thus, the Supplier shall guarantee the products supplied for a minimum period of TWO YEARS, counted from the start-up of the machines or installations for which they are to be used.

6.3.- In the event that a customer of SAVIA or any third party claims liability in relation to a product, the supplier shall hold SAVIA harmless from any liability, provided that the damage was caused by a defect in a product supplied by said supplier.

7.- Insurance.

7.1.- The persons hired by the supplier, who in compliance with the contract made with SAVIA, carry out work in any installation owned by SAVIA, shall observe the provisions of the company's regulations, and SAVIA shall not be liable in any case for any accidents that such persons may suffer.

7.2.- The supplier must contract the corresponding civil liability insurance in sufficient amount to cover possible damages caused to persons or goods, in compliance with the order or purchase order placed by SAVIA. A copy of the policy must be submitted, as well as proof of payment of the current premium.

8.- Confidentiality.

8.1.- The supplier is obliged to keep secret and to make the personnel who may intervene in the development and execution of this contract keep it secret, with respect to all information to which it has access about SAVIA, its products, plans, reports, model or sample parts of which the Supplier has knowledge, without being able to use it for itself or for any other person, firm or entity under any pretext whatsoever.

8.2.- The supplier is strictly forbidden to reproduce or disseminate all or part of the material provided by SAVIA, unless expressly authorized in writing by SAVIA.

8.3.- The provisions of the preceding paragraphs shall apply even after the termination of this contract.

9.- Industrial and intellectual property rights.

9.1.- The supplier guarantees that in the manufacture and installation of its products or services, materials, supplies, procedures, hardware and/or software have been used, in respect of which it is in possession of the necessary assignments, permits, authorizations and intellectual and industrial property rights, at its own expense the payment of the rights and indemnities for such concepts or any other of analogous nature.

9.2.- The supplier shall be liable for all claims relating to the industrial, intellectual and commercial property of the materials, supplies, procedures and equipment used in the works, and shall indemnify SAVIA for all damages that may arise from the filing of claims by third parties, including the costs arising from those that may eventually be directed against SAVIA as well as any expenses that may be generated as a result of changes or modifications that may have to be made as a result of the aforementioned claims.

9.3.- In the event that Software is part of the delivery item, including its documentation, SAVIA is entitled to use it with the agreed performance characteristics and within the scope necessary for the use of the product according to the contract, in addition to the right to use it within the scope of what is legally permitted. SAVIA shall be entitled to make a backup copy.

10.- General terms and conditions.

Should one of the terms of this contract be or become invalid, this shall not affect the validity of the remaining terms. In such a case, the contracting parties undertake to replace the invalid clause with a valid clause as close as possible.

11.- Assignment.

The supplier may not assign or transfer all or any part of the rights and obligations hereunder without prior written agreement of SAVIA.

12.- Resolution.

Failure by the supplier to comply with the terms of this contract shall give rise to immediate termination of the same, without prejudice to any damages that may be payable.

13.- Jurisdiction and competence:

13.1.- This contract shall be interpreted in accordance with Spanish laws.

13.2.- In the event of any dispute arising from the interpretation and execution of this contract, the parties expressly submit to the jurisdiction and competence of the Courts and Tribunals of Barcelona, expressly waiving their own jurisdiction and domicile.

General Conditions of Purchase

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