Sales conditions

MANUFACTURING, SUPPLY AND SALE CONDITIONS

1. Manufacturing and Supply Conditions

These conditions regulate the commercial relationship between the CUSTOMER and FILTO PROFILES S.L. (hereinafter, FILTO) for products the CUSTOMER is interested in purchasing from FILTO and are binding between them.

2. Orders and Offers

Orders

All orders are subject to the conditions expressed here and will be valid in all situations. Therefore, any term or condition included in an order by the CUSTOMER that contradicts these conditions will not be valid and be expressly rejected.

The sale will be valid when FILTO has accepted the order in writing or by email, either by written confirmation of the order or through the actual delivery of the product.

Offers

All offers made by FILTO are for a certain quantity of products. The CUSTOMER has to place its order for the entire quantity offered, unless FILTO stipulates otherwise. If the CUSTOMER places an order for a quantity lower than that offered, FILTO reserves the right to review the offer.

The customer must check the “Sales Order Confirmation” to ensure all the information is correct since the order will be manufactured according to it.

3. Price and delivery

The prices of the offers will be valid during the period indicated with a maximum of 3 days’ validity, as long as the prices of copper and zinc on the London Metal Exchange have not changed significantly during this time. If FILTO makes a change, a new price for the offer must be sent to the CUSTOMER. FILTO is released from any liability for loss or damage as a result of factors or causes not attributable to it.

The values on the FILTO price list are for the Incoterm indicated in the offer and do not include any extra transportation, insurance or tax requirements.

Products may be supplied in several deliveries, unless a single delivery is specifically requested and accepted by FILTO.

There is a tolerance in the manufacturing quantity, which may affect the quantity supplied of each required reference. References below 300 kg can be supplied up to +25% above the required quantity and references over 300kg can be supplied up to +10%.

FILTO is committed to meeting all delivery times agreed with the customer; however, these may be changed for production reasons. As the CUSTOMER knows and accepts this situation, no penalty or right to terminate the contract will be established. As it is a custom-made product that depends on other factors, such as the construction, adjustment or repair of a matrix or tool, delivery times are indicative and never binding.

Once the Sales Order Confirmation is issued by FILTO, the customer must assume all costs if it decides to cancel the order; including those derived from the reservation and price hedging of the raw materials, as well as the costs of the work carried out with tools, matrices or tests.

4. Payment and Transport Conditions

Payment

The invoiced price must be paid on the date indicated on the invoice. If the products cannot be delivered or are delayed due to the CUSTOMER, payment must be made on the expected delivery date as if no such impediment or delay existed.

FILTO reserves the right to charge interest and collection costs on any invoice not paid by the agreed due date, in application of articles 5 to 8 of Law 3/2004, December 29, establishing measures to combat late payments in commercial operations.

If the CUSTOMER does not pay on the due date agreed with FILTO, the latter may suspend its pending deliveries and exercise the retention of title.

For insolvency or bankruptcy proceedings of the customer or non-payment by it, FILTO may suspend deliveries, terminate the contract and exercise the retention of title.

If the contract is terminated for any reason, the CUSTOMER will be obliged to pay FILTO immediately for all products supplied and any damages incurred by FILTO.

FILTO reserves the right to charge the CUSTOMER for handling, packaging or transportation costs if any products are returned without failure on the part of FILTO.

Transport

Transportation costs are not included in the product prices and are the responsibility of the customer, unless otherwise indicated in the sales incoterm.

Any special loading or unloading requirements must be notified in advance and the cost attributed to the CUSTOMER.

FILTO is not responsible for the transportation time, once the materials leave its warehouses.

FILTO will not assume extra costs for express shipping; if the CUSTOMER requires this, it must assume the cost in full.

FILTO will not accept responsibility for losses due to packaging, concealed damage, errors in delivery, discrepancies or total or partial loss of deliveries, unless it is notified in writing within 10 (ten) days of delivery of the supply, and after inspection by FILTO or the freight forwarder.

If damage is detected in the packaging or the product itself at the time of delivery, the CUSTOMER must state this on the carrier delivery document it signs, otherwise any future claims for this will not be accepted.

5. Quality and performance guarantee

If the CUSTOMER receives a defective product, it must inform FILTO of these defects in writing as soon as possible, but within 7 (seven) days of reaching the location and within 30 days of it leaving our factory. In transoceanic shipments, the 30-day period will start on arrival at the destination port. All claims must be made in writing indicating the order number, the delivery note, invoice or document accrediting delivery by FILTO, as well as a brief description of the defect, with photographs or videos showing the defect or damage.

When FILTO accepts there are defective products (materials), these will be replaced free of charge.

Once a product has been reviewed, if it is determined that it is correct or that the cause of the problem is unrelated to the product itself, it will be returned to the CUSTOMER as collect on delivery.

For any claim regarding the material, FILTO agrees to replace the material only; in no case will handling or subsequent processing costs be accepted; nor any sanctions, charges or compensation.

6. Product return

When requesting a return, a copy or the number of the delivery note/invoice for the product purchased must be attached. If the returns do not meet the acceptance criteria, FILTO will not accept or recover any material.

7. Dies and Tooling

FILTO will charge for the preparation of the matrix and tools to prepare the required profile and will keep and maintain the matrix and operational tools at no cost, as long as the matrix remains in its custody. If the CUSTOMER removes the matrix from FILTO ‘s premises, it will have to pay for any adjustments, repairs or new construction if there is a breakage or loss of measurement. The design intellectual property belongs to the CUSTOMER and can be used only for this CUSTOMER; the know-how applied to the matrix is the property of FILTO and is designed to be compatible only with FILTO’s production processes.

8. Limitation of liability

FILTO is released from any liability for loss or damage as a result of factors or causes not attributable to it.

FILTO will be responsible for product defects only if the CUSTOMER has notified FILTO within the guarantee periods specified in Article 5.

Liability is limited to making the necessary repairs at our premises and/or delivering alternative goods.

FILTO will not be responsible for any loss of profit or other resulting damages, regardless of their cause.

When the products are manufactured by FILTO according to the CUSTOMER’s design or specifications, FILTO will not guarantee that such products are suitable for the use planned by the CUSTOMER.

9. Ownership and risk

All products become the risk of the CUSTOMER after delivery to the carrier.

All products will remain the property of FILTO, which reserves title, until all accounts owed by the CUSTOMER to FILTO and the amounts corresponding to the order are paid.

If any of these payments are due in whole or in part by the CUSTOMER, FILTO may recover and/or resell any of its goods (for which purpose any of its agents or employees may enter the CUSTOMER premises). This document serves as express acceptance of such entry by the CUSTOMER for FILTO to enter its premises where the products are deposited.

Payment will be considered as due immediately and automatically at the beginning of any act or procedure in which the CUSTOMER’s insolvency is involved.

If payment by the CUSTOMER to FILTO has expired without being satisfied or the CUSTOMER has sold the product or part of it to a third party, this sale will be understood as being made acting as a fiduciary agent for FILTO. The CUSTOMER will make the sale on behalf of FILTO, and enter the amounts into a separate account, which must be paid immediately to FILTO.

In all cases, even in a situation of bankruptcy or judicial insolvency of the CUSTOMER, FILTO may retain the stocks in progress or processed and exercise a claim to recover possession of the stock produced and delivered.

10. Health and Safety at work

It is the responsibility of the CUSTOMER to ensure that the products are used properly and safely, following good commercial practice guidelines, without any risk to the health or safety of people. FILTO is not responsible for any CUSTOMER failure to comply with this.

11. Intellectual property rights

FILTO reserves all copyrights, patents, trademarks and the right to legal protection of the designs registered in its drawings, circuits, software, documents and equipment.

Drawings, specifications, documents, for example, added to proposals before delivery to the CUSTOMER are exclusively for its personal use. They may not be copied in whole or in part or made available to third parties without the express written consent of FILTO.

If the CUSTOMER is prosecuted or sued by a third party for infringement of industrial and/or intellectual property, whatever the cause, for any of the Products supplied by FILTO, the CUSTOMER will immediately inform FILTO so it may exercise its right to a defence; with the CUSTOMER refraining from agreeing to any transaction without its prior consent.

12. Data Processing

Personal data arising as a result of entering into this contract will be incorporated into the data processing system of both parties, which expressly consent to the processing of these personal data in a manner which is lawful, faithful, transparent, adequate, relevant, limited, accurate and updated for the purpose of meeting the commitments under the contract signed between them.

The data contained in it and those necessary for its execution are provided for these purposes. The legal basis for the processing of the data is set out in article 6 of the RGPD and consists of the provision of consent and the execution of the contract. The only recipients of the data will be the company’s professionals in charge of this management, whether employed or outsourced by it, and the data will be kept for the duration of this contract or any of its extensions for as long as necessary to comply with all legal obligations. The data of both parties will be provided to banks and savings banks, public administrations and entities, when necessary, to comply with the obligations of the contract. The parties may count on the collaboration of third-party service providers with access to their personal data for document destruction and cleaning services, for example. A lack of communication could prevent compliance. Pursuant to the provisions of REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL, April 27, 2016 and Organic Law 3/2018, December 5, on the Protection of Personal Data and the guarantee of digital rights, the rights of access, rectification, limitation of processing, deletion, objection and portability of personal data, and the right not to be subject to automated individual decisions, may be exercised at any time by sending a written, signed request, including full name and a photocopy of an ID document (DNI) or other valid supporting documentation to the address of each party indicated above. Any modification of personal data must be immediately communicated to these parties so that the information contained in the Processing Records is up to date at all times and contains no errors. By accepting this document, the parties acknowledge that the information and personal data collected are accurate and truthful. Personal Data can be transferred internationally only if the requirements set forth by the Spanish Data Protection Agency or any other party or national or community regulatory agency regulating them are met. It is also reported that both parties have implemented the necessary technical and organisational measures to guarantee the security of the personal data; preventing their alteration, loss, unauthorised processing and/or access to them; taking into account the state of the art, the nature of the stored data and the risks to which they are exposed, whether by human action or the physical or natural environment; all in accordance with the provisions of current legislation. The parties are also informed they may contact the competent Control Authority to submit any claim they consider appropriate. Thus, the parties are aware of all of the above and give their explicit consent for the aforementioned processing. It is stated that the rights of access, rectification and cancellation in accordance with Law 15/1999, on the Protection of Personal Data, can be exercised by writing to the FILTO registered office.

FILTO guarantees it will maintain the absolute confidentiality of any information, document or product delivered to it by the CUSTOMER as part of the commercial relationship between them.

13. Applicable Law and Jurisdiction

Any question, controversy or non-payment between the parties will be considered under the Catalan and Spanish laws on the manufacture, supply and sale of manufactured goods and be referred to the Courts and Tribunals of the city of Barcelona, waiving any other jurisdiction that may apply to them.