General Terms and Conditions of Delivery and Service

1. Scope of application

1. These general conditions of supply and provision of services (hereinafter referred to as the ‘General Conditions’) shall apply to all sales and supply operations of products and services, as well as to the manufacture of any type of work, (hereinafter generally referred to as the ‘Object of Supply’) which JUMO IBERIA S.A. (hereinafter referred to as the ‘Supplier’) provides to its customer, partner, purchaser or distributor (hereinafter referred to as the ‘Customer’), who must be a professional or entrepreneur in accordance with article 1.5 of these General Terms and Conditions. The Supplier and the Customer (hereinafter referred to as the ‘Contractual Parties’) expressly agree that these General Terms and Conditions shall be the only applicable terms and conditions. The Supplier shall not recognise the validity of any conditions of the Customer that conflict with or differ from these General Terms and Conditions, unless the Supplier has expressly accepted them in writing. These General Terms and Conditions shall apply even if the Supplier carries out the supply or service to the Customer without objection, knowing that the Customer's terms and conditions conflict with or differ from these General Terms and Conditions.
2. Employees of the Supplier who are not entitled to represent the company may not enter into verbal clauses, verbal amendments to these General Terms and Conditions or verbal provisions of any kind on behalf of the Supplier.
3. In addition to these General Terms and Conditions, the additional provisions contained in the document ‘Transfer of software for industrial automation (drive, measurement, switching, control)’, available at https://jmo.to/eg13-en, shall also apply if the Supplier has transferred software programmes to the Purchaser.
4. In addition to these General Terms and Conditions, the additional provisions contained in the document ‘Software Development for Industrial Automation (Drive, Measurement, Switching, Control)’, available at https://jmo.to/eg14-en, shall also apply if software programmes have been developed or created.
5. These General Terms and Conditions shall only apply to someone who is a professional or entrepreneur. A professional is any natural or legal person acting within the framework of his professional or business activity, whether public or private within the meaning of (i) Art 2.2 Law 7/1998 of 13 April 1998 on General Terms and Conditions of Business. An entrepreneur is a natural or legal person, whether private or public, acting directly or through another person on their behalf or following their instructions, for a purpose related to their trade, business, craft or profession (ii) in accordance with Art. 4 of Royal Legislative Decree 1/2007, of 16 November, approving the revised text of the General Law for the Defence of Consumers and Users and other complementary laws.
6. These General Conditions shall apply in their current version to future contracts as a framework agreement and without the need for the Supplier to refer to them again in each specific case. In the event of modification of these General Terms and Conditions, the Supplier shall immediately inform the Customer.
7. The special conditions agreed in writing with the Client in each individual case (including ancillary, supplementary and amending provisions), even if they contradict the provisions of this document, shall prevail over these General Conditions.
8. Any declaration or notification intended to have legal effect which the Customer is to make to the Supplier after conclusion of the contract shall require the written form in order to be valid.

2. Offer, order confirmation, conclusion of contract and term of contract

1. The Supplier's offers are not binding.
2. The scope of the Supplier's performance obligations shall be determined solely by our written order confirmation (hereinafter referred to as the ‘Agreement’)
3. The Agreement shall be concluded for the duration of the provision of the service. Where the Contract contains successive performance obligations, the Contract shall be concluded for a period of twelve (12) months, which shall be tacitly extended for successive periods of twelve (12) months. Contracts with successive obligations may be terminated by either of the Contractual Parties, observing a contractual notice period of three (3) months before the end of the respective contract period, by means of a written notice of termination. In the event of termination of the contract, the Customer shall purchase from the Supplier at the agreed price all items already manufactured or purchased specifically for the Customer. The Supplier may release the Customer from this obligation at its own discretion.

3. Intellectual property and reservation of title to drawings etc.

1. The Supplier reserves ownership, including intellectual property rights, of drawings, data, data carriers, technical specifications, documentation, know-how and designs, sketches, quotations and other documents attached to the tender and/or the contract (referred to as ‘Documents’) without restriction.
2. Any commercial or technical information made available by the Supplier (including but not limited to drawings, sketches, quotations and other documents accompanying the Supplier's offers and order confirmations as well as know-how) shall be restricted vis-à-vis third parties, provided that such information cannot be shown to be in the public domain, unless expressly authorised in writing by the Supplier and may only be used for the purposes foreseen in our order. The Customer may only use them for the agreed purpose and shall refrain from reproducing them, modifying them or making them available to third parties without the Supplier's authorisation. At the request of the Supplier, these Documents and all authorised copies thereof must be returned by the Customer to the Supplier. This does not include copies necessary to comply with legal documentation obligations. Also excluded are archived and encrypted backup copies of electronic data traffic as well as backup copies made in accordance with the Supplier's internal security and compliance policies.

4. Delivery period and delay.

1. The binding nature of the dates and deadlines for performance and delivery (hereinafter referred to as the ‘Delivery Period’) shall require that the Purchaser has made the necessary documentation and other information available to the Supplier on time and that the Purchaser has not been in default in the performance of its duty of cooperation or other contractual obligations, in particular payment obligations.
2. In cases of force majeure, the affected contracting party shall be released from its obligation to perform to the extent and for the period of time in which it is affected by such an event. An event of force majeure is considered to be an event beyond the control and influence of the affected contracting party, was not reasonably foreseeable at the time of conclusion of the contract, and the effects could not reasonably have been avoided or overcome by the affected contracting party. In particular, a case of force majeure is considered as follows
   (a) War or comparable warlike actions, extensive military mobilisation, civil war, riot, rebellion and revolution, military or other seizure of power, uprising, act of terrorism, sabotage or piracy;
   (b) Legitimate or illegitimate administrative actions, enforcement of laws or governmental decrees, expropriation, confiscation of property, requisition, nationalisation;
   c) Epidemics, pandemics, natural disasters or other extreme natural events such as floods;
   d) Explosions, fires, destruction of equipment, prolonged interruption of means of transport, telecommunications, information systems or power;
   e) General labour disturbances such as boycotts, strikes and lockouts; sit-down strikes; occupation of factories and buildings. This provision shall apply even if the setback arises during a period of delay that has already begun.
3. The affected contracting party must immediately inform the other contracting party of the event and its effects. If the performance of the contract is delayed for more than one month due to force majeure, each contracting party has the right, without claiming any compensation from the other contracting party, to terminate and/or withdraw from the contract in writing for the quantities affected by the interruption of the performance of the contract.
4. Partial deliveries or partial services may be carried out, if this is reasonable for the Customer.
5. Any delivery periods or delivery dates specified in these General Terms and Conditions shall in any case be subject to the condition that the Supplier's suppliers have supplied in due time and form the materials necessary for the execution of the subject matter of the delivery or that they are available on the market. In the event of delay or non-delivery on the part of the Supplier's suppliers, the Supplier shall be entitled to withdraw from the contract and shall be released from its obligation to fulfil its obligations under the contract, without the Customer being entitled to any compensation whatsoever. The Supplier shall be obliged to inform the Customer immediately of the impossibility of performing the delivery item and shall be obliged to reimburse any consideration already paid by the Customer.
   If a cost element changes within the total cost (e.g. material costs of verifiable third parties that are significantly increased), the Supplier reserves the right to change the price proportionally, although the proportionality is based solely on the change in the corresponding cost element.

5. Transfer of risk and acceptance.

1. Unless otherwise agreed, all deliveries of goods from the Contractor to the Principal shall be made in accordance with Incoterms® 2020 FCA (Contractor's place of business).
2. In the event that a service and/or work is carried out and no specific deadlines are set for acceptance, the Principal must accept the delivered object within fourteen (14) days after notification of completion. If the Client does not accept within this period and does not refuse acceptance by giving reasons, the object delivered shall be deemed to have been accepted.
3. If the Customer has placed an order on demand, and unless otherwise agreed between the Contractual Parties, the Customer must actually demand the Delivery Item - if he has ordered several, all Delivery Items - within twelve (12) months from the date of the order. If he fails to do so, he shall be in default of delivery and the risk shall pass to the Customer.

6. Prices and terms of payment

1. The prices indicated by the Supplier shall be understood to be ‘ex works delivery’ plus value added tax in force on the date of delivery and excluding packaging costs. Packaging shall be invoiced separately.
2. The purchase price shall be paid within thirty (30) days of receipt of the invoice, free of charge, at the place of payment.
3. Upon receipt of the order, the Supplier reserves the right to require the Customer to present an irrevocable bank guarantee for the time until the obligation assumed by the Customer is definitively extinguished in the amount of the price stipulated in the Agreement.
4. If a component of the object to be produced increases verifiably and unforeseeably within the total costs determining the price (e.g. labour costs or hourly rates, operating and production costs such as increases in energy costs or material costs of third parties), the Supplier reserves the right to adjust the price in proportion, only in relation to the corresponding changed cost element and provided that this is reasonable for the Client. The Supplier shall inform the Client of this immediately, detailing the changed costs in each case. The resulting new price shall apply as of the first day of the calendar month following receipt of the written notification.
5. If the contract is not an agreement of consecutive performance, a price increase in accordance with point 6.4 is only possible if the delivery of the object and/or the performance of the service is not to be completed within four months of the conclusion of the contract.
6. If payment in instalments has been agreed without setting a specific payment date for each instalment, the instalments must be paid in advance by the third (3rd) working day of the respective payment period. If the Customer is in default in the payment of more than one instalment, the entire remaining debt shall become due. This provision shall also apply if payment in instalments is agreed after the due date of the debt.
7. In the event that there is a delay in the payment deadlines, the Supplier will be entitled to apply the commercial late payment interest rate defined in Law 3/2004 of 29 December on measures to combat late payment in commercial transactions (modified by Law 15/2010 of 5 July and by Law 11/2013 of 26 July on measures to support entrepreneurs). The Supplier's right to demand interest for late payment shall not be affected by the fact of agreeing payment in instalments after the due date of the debt.
8. The possibility of withholding payments or of offsetting obligations with those credit rights of the Client that the Supplier has contested or has not recognised, that have not been declared in a final judgement or that, although pending judicial resolution, the state of the litigation does not allow a decision on the merits to be taken. The right of retention may only be exercised if the claim arises from the same supply contract.
9. In the event of non-compliance with the terms of payment or if, after concluding the Agreement, the Supplier becomes aware that its collection rights may be at risk due to the Customer's lack of solvency, the Supplier may demand payment in advance or the provision of guarantees before carrying out the deliveries that are still outstanding.
10. If the Customer wishes to change the order after conclusion of the Agreement, the Supplier reserves the right to adjust the prices or delivery periods already agreed accordingly.

7. Retention of title

1. The Supplier reserves the right of ownership of all Objects of Delivery until full payment of all outstanding debts arising from the Contract or contracts with the Customer. In the case of current accounts, all goods subject to retention of title shall serve as security for the balance of the current account. If the estimated value of the goods subject to retention of title which serve as security for the Supplier exceeds the amount of the Customer's debts by more than twenty percent (20%), the Supplier shall be obliged, at the Customer's request, to release securities at the Supplier's choice. The Customer is obliged to submit any documents and information and to sign any documents, whether private or public, that are necessary to be able to register the reservation of title in the relevant Spanish Registry in a satisfactory manner.
2. During the term of the retention of title, the Customer shall refrain from pledging or assigning the Delivery Item as security. In the event of seizure or confiscation or any other act of disposal by a third party, the Customer shall immediately inform the Supplier thereof. Furthermore, the Contractor must inform its customers and other third parties of the Contractor's existing rights to the delivered goods.
3. In the event of breach of contract by the Customer, in particular in the event of default of payment, the Supplier may demand the return of the item and withdraw from the Contract, after the appropriate period of time given to the Customer to perform has elapsed unsuccessfully. The Customer shall then be obliged to return the Delivery Item.
4. If the Supplier exercises the retention of title or seizes the delivery item, this shall be deemed withdrawal from the Contract on his part.
5. The Supplier may take out insurance at the Customer's expense to cover the delivery item against damage caused by fire, flood and similar risks, unless the Customer can prove that it has taken out such insurance itself.
6. The Customer is entitled to sell the delivered item in the ordinary course of business, provided that it receives payment from its customer or makes the reservation that ownership passes to its customer only when the customer has fulfilled its payment obligations. In the event of resale, the Client assigns to the Supplier all claims arising from the resale against his customer up to the amount of the invoice, as security, until all outstanding claims of the Contractor are fulfilled, without any further declarations being necessary. The Supplier accepts the assignment. After the assignment, the Client remains entitled to collect the debt, but the Supplier reserves the right to collect the debt if the Client does not properly fulfil its payment obligations and falls into default.
7. Subsequent processing of the delivery item by the Customer shall always be carried out in the name and on behalf of the Supplier. If the delivered goods are processed, the Supplier shall acquire a co-ownership right to the new item in proportion to the value of the delivery item delivered by the Supplier. The same shall apply in the event of combination or mixing of the delivery item with other items belonging to the Supplier. If the combination or mixing occurs in such a way that the item belonging to the Purchaser is regarded as the main item, it shall be deemed to have been agreed that the Purchaser shall transfer co-ownership to the Supplier on a pro rata basis. The Customer shall hold the ownership or co-ownership thus created in the name and for the account of the Supplier.

8. Customer's right of withdrawal or reduction. Other responsibilities of the Supplier.

1. When the performance of the Agreement becomes totally and definitively impossible for the Supplier, the Customer may withdraw from the Agreement. The same provision shall apply in the event of the Supplier's incapacity. The Customer may also withdraw from the Contract if, having ordered several Objects of supply of the same type, the performance of a part of the supply is impossible in terms of quantity and the Customer has a legitimate interest in receiving the entire supply. If this is not the case, the Customer may reduce its consideration accordingly.
2. The Customer may withdraw from the Agreement if, after default of delivery within the meaning of Article 4 of these General Terms and Conditions, the Customer has granted the Supplier a reasonable extension of the delivery period, unless such extension is not necessary and the Supplier has failed to comply with it.
3. If the impossibility of contractual performance arises during a default in acceptance or due to the Customer's fault, the Customer shall remain obligated to the consideration.
4. The Customer may also withdraw from the Agreement if the Supplier allows the extension of the period of time granted to it to remedy or repair a defect in the goods for which it is responsible within the meaning of these General Terms and Conditions to expire unsuccessfully, if the Supplier is at fault. The Customer may also withdraw from the Contract in any other case in which the Supplier fails to repair or replace the Delivery Item.
5. Any further claims for compensation for damages of any kind, including damages that do not affect the Delivery Item, are excluded, except for the cases referred to in Articles 9 and 10 of these General Terms and Conditions. In all other cases, the Supplier's obligation to indemnify the Supplier shall be excluded.

9. Liability

1. A claim for compensation for damage of any kind caused to goods other than the Delivery Item itself - irrespective of the material and legal grounds for the claim - may only be asserted in the following cases:
   - in case of wilful breach of obligations by the Supplier;
   - in case of grossly negligent breach of obligations by the Supplier or in case of wilful or grossly negligent breach of obligations by a legal representative or a vicarious agent of the Supplier;
   - in case of culpable injury to life, body or health by the Supplier or its legal representatives or vicarious agents;
   - in case of culpable breach of essential contractual obligations that endangers the achievement of the expressly agreed contractual purpose;
   - in those cases in which, in the event of a defect in the Delivery Item, the legislation in force and applicable at any given time establishes that the Supplier shall be liable for personal or material damage caused to goods for private use;
   -in case of defects of the thing that were fraudulently concealed or whose absence the Supplier expressly guaranteed.
2. However, the liability of the Supplier shall be limited to foreseeable damage, with the exception of those cases in which the applicable law in force from time to time requires the assumption of liability beyond foreseeable damage.
3. Any further claims for compensation for damages are excluded, with the exception of those cases in which the applicable law in force from time to time so requires.

10. Liability for defects in the goods.

1. Any Delivery Items for which defects are established shall be remedied or supplied or re-delivered free of charge by the Supplier, at the Supplier's option and at the Supplier's reasonable discretion. The Supplier shall be informed of the presence of such defects in writing and in a prompt and detailed manner.
2. The Supplier shall not be liable for damage or defects caused by the following circumstances:
   - natural wear and tear;
   - inappropriate or incorrect use;
   - improper modifications or repairs that have been carried out without the prior consent of the Supplier;
   - faulty assembly or commissioning carried out by the Customer or a third party;
   - improper or negligent handling of the delivery item, with particular regard to the provisions of the instructions for use;
   - excessive use;
   - the use of unsuitable fuels and replacement materials;
   - the combination of the Delivery Item with other devices, if such combination has not been expressly authorized by the Supplier in advance and the damage or malfunction has been caused by such combination.
3. The Customer and the Supplier shall mutually agree on the date and time necessary to carry out all remedial work, repair or replacement of the supply that the Supplier deems necessary at its prudent discretion. Only in urgent cases in which the safety of the installations is at risk, of which the Supplier shall be informed immediately, or when the Supplier delays in remedying the defect beyond what is reasonable, may the Customer undertake personally or through third parties to remedy the defect and then demand the Supplier to reimburse the Supplier for the expenses in an adequate and reasonable amount.
4. Of the costs directly incurred for the rectification and/or replacement of the delivery, the Supplier shall bear the necessary costs required by law, provided that it is proven that the claim was justified.
5. If the defect is not remedied, the Customer may withdraw from the Agreement or request a reduction of the price.
6. Unless otherwise agreed, the Supplier shall be obliged to deliver the goods free of third party rights in rem and intellectual property rights, but only in the country of the place of delivery. If a property right is nevertheless infringed, the Supplier shall endeavor to acquire a corresponding license to use or modify the delivery item in such a way that the property right is no longer infringed. If this is not possible under appropriate and reasonable conditions for the Supplier, both the Supplier and the Purchaser may withdraw from the Agreement.
7. Furthermore, in the event of legal defects, the provisions of Articles 9 and 10 of these General Terms and Conditions shall apply by analogy, but the Customer may only assert claims (i) if the Customer has immediately informed the Supplier in writing of any rights asserted by third parties, (ii) insofar as the Customer has not directly or indirectly acknowledged the alleged infringement, (iii) insofar as the Supplier has all defenses available to it without limitation, and (iv) insofar as the Customer has not directly or indirectly acknowledged the alleged infringement, (iii) insofar as the Supplier has all defenses available to it without limitation, and (iv) insofar as the infringement does not result from the fact that the Customer has modified the delivery item or has used it in violation of the Agreement or the legal defect is attributable to instructions given by the Customer.
8. Any other claim for compensation for damage of any nature whatsoever, including damage to goods other than the Delivery Item itself, may only be asserted in accordance with the provisions of Article 9 of these General Terms and Conditions.

11. Statute of limitation

1. Claims for defects - irrespective of their legal basis - shall become time-barred after 24 months. The statute of limitations for claims arising from material defects shall commence on the date of commissioning of the delivery item and at the latest six months after receipt of the goods by the Customer. This provision shall not apply in the case of defects of a building or of things intended for a building if the building has caused the defect. Without prejudice to paragraph 1, the statutory time limits shall apply in the case of claims in accordance with Article 9 of these General Terms and Conditions.
2. Second-hand Delivery Items shall be sold free of liability for material defects of the item. This exemption shall not apply in the cases referred to in Article 9.1 of these General Terms and Conditions.

12. Assembly and Services.

1. Assembly and service work (repair and maintenance services) shall be remunerated, unless otherwise agreed in writing. Remuneration shall include, in particular, travel expenses, daily subsistence allowances, the usual rates for working hours and supplements for overtime, night work, work on Sundays and public holidays, particularly arduous tasks, as well as for planning and monitoring work.
2. The Supplier shall invoice the Customer separately for the costs of preparation, travel, waiting and travel time. If installation or commissioning is delayed through no fault of the Supplier, the Customer shall bear all necessary waiting and additional travel costs.
3. The Customer shall provide the necessary auxiliary personnel in sufficient numbers and with the necessary tools at its own expense. The Customer shall also provide sufficiently large, suitable, damp-free and lockable rooms for the storage of machine parts, equipment, materials, tools, etc. The Customer shall take the same measures to protect the goods belonging to the Supplier and the assembly and service personnel as it would take to protect its own goods. If the nature of the Customer's activity requires the use of special clothing and protective devices for the assembly and service personnel, the Customer shall provide them as well.
4. The Supplier's assembly and service personnel and their vicarious agents shall not be authorized to carry out any work that is not intended to fulfill the Supplier's obligation to supply or to install or assemble the Delivery Item, nor shall they be authorized to carry out any work that has been ordered by the Customer or by a third party without consulting the Supplier.
5. When the Customer, or a third party commissioned by the Customer, carries out the assembly, the installation and commissioning instructions issued by the Supplier shall be observed.
6. When providing the services (repair and maintenance services), the Supplier may decide at its own discretion and on the basis of its experience and technical assessment whether it wishes to provide the service at the Customer's premises or at its own premises. If it decides to provide the service on its own premises, the Customer shall send the delivery item to the Supplier. Upon completion of the service work, the Supplier shall return the Delivery Item to the Customer.
7. After the relevant services have been performed, the devices shall be returned to the Customer with the standard configuration, unless the Customer has notified changes to the standard configuration. If the Customer has notified the Supplier of changes to the standard configuration and programs, the Supplier shall install the resulting configuration and programming when providing the service. However, the Customer must check such configuration, for which the Supplier assumes no liability. The Supplier shall also not be liable for the operation after integration of the delivery item into the Customer's installation.
8. The Supplier's technicians shall only be authorized to perform service work on devices other than those supplied by the Supplier if the solution is expected to be quick and easy and if the Customer expressly issues a corresponding additional order.
9. The Supplier's technicians may suspend the service work if they become aware that they will not be able to solve the problem within the short period of time foreseen. Even in this case, the Customer shall pay remuneration based on the time spent and the material used in carrying out the additional order. If, according to professional expert judgement, the technicians would have been able to perform the service work within the short period of time, but were grossly negligent in their assessment or acted with intent, then the Customer shall not be obliged to pay for the suspended service work.
10. The Customer shall be obliged to ensure that the issuing of a supplementary order and its execution do not prejudice any rights of the Customer arising from supply and maintenance contracts concluded with third parties or that they do not result in the loss of such rights. The Supplier assumes no liability in this respect. This provision affects, inter alia, the following obligations of the Customer:
    - when handing over a device for repair and maintenance work or returning a delivery, the Customer shall at all times strictly comply with the regulations in force concerning hazardous substances;
    - in particular, the Customer shall package and label in accordance with the legal regulations those devices that are filled with hazardous agents or have otherwise been in contact with such agents;
    - in addition, the Customer shall expressly state on the service order form whether the device is in contact with hazardous agents within the meaning of the German Hazardous Substances Regulation and, if necessary, attach a safety specification sheet in accordance with Regulation (EC) No. 1907/2006;
    - the Supplier may reject a service order at any time on the grounds of contact with hazardous agents in the case of equipment not manufactured by the Supplier and devices for which the Supplier is no longer liable for defects;
    - in the event of non-compliance with the Spanish Dangerous Substances Regulations, the Supplier reserves the right to claim any compensation for damages, unless such non-compliance is not attributable to the Customer or to the third parties in charge.

13. Export control regulation

1. Performance of the contract is subject to the condition that there are no legal obstacles due to national or international regulations, especially export control provisions, as well as embargoes or other trade and foreign trade restrictions. The Customer undertakes to provide all information and documentation necessary for export, transport or import.
2. Delays in delivery due to necessary export inspections or approval procedures shall invalidate the agreed delivery dates and deadlines. The Supplier is obliged to inform the Customer immediately about the delay in delivery and its cause. In the event of a delivery delay of more than one month, the contracting parties are entitled to withdraw from the contract to the extent affected by the delivery delays by means of a corresponding written declaration, without this giving the other contracting party the right to compensation.
3. If the necessary governmental (export) approvals are not granted or if performance of the contract is not possible with the necessary approvals, or if the Customer fails to fulfill its obligation to provide all information and documentation necessary to obtain the required approvals despite a reasonable deadline set by the Supplier, the Supplier is entitled to withdraw from the contract to the extent affected. Claims for indemnification by the Customer are excluded in accordance with the provisions of Clause 9.
4. The Supplier has the right to terminate the contract without notice if termination is necessary to comply with national or international regulations. In case of such termination, the contracting party waives any claims for damages or other rights due to the termination or its consequences.
5. The Client/importer may not directly or indirectly sell, export or re-export products to or for use in Russia that fall under the scope of Article 12g of Council Regulation (EU) No. 833/2014 to the Russian Federation or for use in the Russian Federation.
6. The Client/importer shall use its best efforts to ensure that the purpose of paragraph 13.5 is not undermined by third parties in the downstream business chain, including possible resellers.
7. The Client/Importer shall establish and maintain an adequate monitoring mechanism to detect behavior by third parties in the downstream business chain, including potential resellers, that may undermine the purpose of paragraph 13.5.
8. Any violation of paragraphs 13.5, 13.6 or 13.7 constitutes a material breach of contract, and the Supplier/exporter is entitled to request appropriate remedial action, which may include, but is not limited to: (i) termination of the contract; and (ii) a contractual penalty of 5% of the total contract value or the price of the exported goods, whichever is greater.
9. The Customer/Importer shall inform the Supplier/Exporter without delay of any problems related to the application of paragraphs 13.5, 13.6 or 13.7, including relevant activities of third parties that may frustrate the purpose of paragraph 13.5. The Client/Importer shall provide the Contractor/Exporter with information on the fulfillment of the obligations under paragraphs 13.5, 13.6 or 13.7 within two weeks of the request for such information.

14. Confidentiality.

1. Any information, including but not limited to commercial, technical and business information, market and competitive information, etc., as well as all related information, which is disclosed by one contracting party to the other contracting party in any manner, whether in writing, orally or digitally, shall be considered confidential information (referred to as ‘Confidential Information’).
2. The following information shall not be considered confidential information if any of the following circumstances apply:
   - Information which, at the time of disclosure by the disclosing contractor, was already in the possession of the receiving contractor,
   - Information developed by the receiving contractor independently of the disclosure by the disclosing contractor,
   - Information disclosed to the receiving contractor by a third party without violating a duty of confidentiality of that third party,
   - Information that was public knowledge at the time of disclosure.
3. The receiving Contracting Party shall treat all Confidential Information of the disclosing Contracting Party in confidence and shall not disclose this Confidential Information to third parties without the consent of the disclosing Contracting Party. In particular, the receiving contractor shall not use the confidential information for purposes other than collaboration between the contractors without the consent of the disclosing contractor.
4. To ensure that Confidential Information is treated confidentially, the receiving contractor agrees:
   - that all documents and materials containing confidential information must be stored in a secure location to protect against theft or unauthorized access;
   - that copies of confidential information should only be made to the extent necessary for the effective performance of the contract, and when copying confidential information, ensure that any markings on the original documents indicating the confidential nature of the confidential information are equally legible on the copies as on the original documents; and
   - immediately notify the disclosing partner upon becoming aware of any actual or potential unauthorized use or actual or potential disclosure of the confidential information, and take all reasonable steps to prevent or stop such use or disclosure, as necessary, with the support of the disclosing partner.
5. The receiving partner shall only disclose confidential information to those of its employees, directors, associated companies and advisors whose position requires it for discussions related to the collaboration between the parties to the contract. These persons shall also be bound by an obligation of confidentiality comparable to the obligations of this confidentiality agreement.
6. In the event that the receiving partner is subject to a legal obligation or a lawful judicial or administrative order to disclose confidential information of the disclosing partner, the receiving partner:
   - shall immediately inform the disclosing partner in writing of this obligation and, at the request of the disclosing partner, shall assist it to the extent possible to protect the confidential information or seek its judicial protection;
   - shall only disclose, in the absence of other protective measures, confidential information that must be disclosed due to legal obligation or order, and shall use its best efforts to ensure that the confidential information disclosed is treated as far as possible in accordance with this confidentiality agreement.
7. The recipient of the contract is obliged, upon request of the contract discloser:
   - immediately return all confidential information, whether in written or other form, together with all copies and reproductions thereof, or, at the option of the contract discloser, duly destroy them;
   - return at the same time any other materials, including materials created by the recipient of the contract, which contain confidential information or permit inference thereof, or, at the option of the contract discloser, demonstrate their destruction.
   - confirm in writing to the contract discloser that it has returned or destroyed the confidential information in the manner described.
8. Confidential information shall be destroyed in the most secure manner possible, using the most advanced technology available, to the extent possible and reasonable for the receiving party.
9. The contractual partner obliged to hand over or destroy confidential information is not entitled to retain it. This excludes copies necessary for the fulfillment of statutory documentation obligations. Also excluded are archived and encrypted copies of electronic traffic as well as backup copies due to internal security and compliance policies of the receiving contractual partner.
10. The contract partner disclosing the information remains the owner of the rights to the confidential information. Nothing in this confidentiality agreement grants the receiving contractual partner a license, title or right to the confidential information or to the intellectual property rights of the other contractual partner.
11. This confidentiality agreement does not obligate either contractual partner to disclose confidential information to the other contractual partner. The contractual partners reserve the right not to disclose confidential information to the other contractual partners at any time and without providing reasons.
12. By providing confidential information under this confidentiality agreement, none of the contractual partners provides an express or implied warranty as to its adequacy, accuracy, sufficiency or correctness, nor as to the absence of defects of any kind, including freedom from infringement of patents, copyrights or trademarks that may arise from the use of this confidential information.
13. Each party acknowledges that financial compensation may not be an adequate remedy for unauthorized use or disclosure of confidential information, and that in the event of a breach or threatened breach of this confidentiality agreement, the aggrieved party is entitled, without waiving other rights or remedies, to seek injunctive relief or bring an injunctive action.
14. This confidentiality agreement shall be valid for five (5) years from the disclosure of the confidential information.

15. Cancellation and termination of the order.

1. Any breach of these General Conditions shall be considered a breach by the Customer and shall allow the cancellation of the order without any liability or compensation, unless otherwise provided for, upon prior written notice to the Supplier.
2. Within three (3) days of receipt of such notification, the Supplier shall provide a detailed list of the goods and services considered as the Subject of the supply received up to that date, the Customer being obliged to purchase and pay for them, in particular, those goods or services manufactured or rendered expressly and in accordance with the Customer's specifications.

16. Place of performance. Jurisdiction. Applicable law.

1. In the case of traders, legal persons under public law or special funds under public law and for all customers for whom a legal rule does not expressly exclude this rule, the place of performance of the obligations shall be that of the registered office of the Supplier.
2. These General Conditions, the contracts and all legal relations between the Client and the Supplier shall be governed by the common Spanish legislation. Any dispute, controversy or conflict regarding the interpretation or execution of these General Conditions shall be subject to the jurisdiction of the Courts of Madrid (Spain), to the exclusion of any other jurisdiction that may correspond to the parties, which is hereby expressly waived.
3. The application of the United Nations regulations on the international sale of goods is expressly excluded.

17. Final Provisions.

1. When, within the framework of the performance of the contract, the processing of personal data by any of the contractual parties is necessary, as data processor, it shall comply with the provisions of the Spanish Data Protection Act (Organic Law 3/2018 of December 5, 2018, on the Protection of Personal Data and guarantee of digital rights) in its current version and other applicable data protection regulations, including the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016), agreeing with the other party, data controller, the measures that are necessary to protect the data and allowing the other party to verify compliance with what has been agreed.
2. The invalidity or invalidity of any provision of these General Conditions shall not affect the validity of the rest. If any of the provisions or the application of any of the terms of this document should be invalid, illegal or unenforceable, it may be replaced by legal regulations or, in the absence thereof, its replacement may be negotiated, in good faith, by a provision as close as possible to the expected economic effect of the original, the inclusion of which could have been foreseen had the invalidity, invalidity or ineffectiveness of the provision to be replaced been noticed.
3. The Customer expressly consents to the Supplier's subcontracting, in whole or in part, of the contractual services ordered by the Customer.
4. All obligations under the Agreement or these General Terms and Conditions which, by their nature, are to remain in force after the termination of the Agreement shall remain in force after the termination of the Agreement, in particular all financial obligations which one Contractual Party is obliged to perform towards the other Contractual Party in accordance with the provisions of the Agreement.
5. The Supplier's failure to object to a document, a communication or an action of the Customer shall in no case imply a waiver of the application of a provision.
6. The Contractual Party shall not be held liable if, for reasons of force majeure beyond its control, it fails to comply with its contractual obligations or fails to perform a delivery or service within the agreed period. This clause includes, in particular, natural disasters, acts and omissions of the Customer, business interruptions, technological disasters, epidemics and pandemics, shortages of materials, strikes, blockades, traffic jams, state interventions, failure to meet delivery deadlines or suspension of deliveries by a supplier, as well as the impossibility of obtaining labor and raw materials through the usual channels. If the performance of the Contract is delayed by more than one month for any of these reasons, either of the Contracting Parties may - without the right to compensation by the other Party - terminate the Contract in writing in respect of the quantities affected by the suspension of the contractual performance.