General Conditions of Sale of EXCLUSIVAS CONFORT VALLÉS, S.L. hereinafter CONVA:

1.- Place

Unless CONVA accepts otherwise in the order confirmation, the place of performance of all contractual obligations shall be Rubí (Barcelona – Spain), and the delivery of goods shall be made at the CONVA warehouse.

2.- Delivery period

The delivery period shall commence as soon as the order is confirmed by CONVA, the Buyer’s necessary technical documents have fully reached CONVA, the agreed payments and guarantees have been given and the required official permits have been granted. The delivery period shall be deemed to be completed when the delivery is ready for dispatch at the agreed place. The delivery period shall be reasonably extended if reasons beyond the will and control of CONVA prevent compliance with the delivery date. The delivery period shall also be extended if the Buyer changes the original order or falls behind in his contractual obligations, especially if the Buyer has delayed the delivery of the necessary documents or has delayed the agreed payments.

3.- Price

All prices shall be quoted in EUROS. Prices may be revised in the event of major changes in the costs of raw materials. Such a change shall be communicated not less than 5 days before implementation. The prices do not include taxes, duties or other charges, whether of a general or special nature, which shall be borne by the Buyer, unless otherwise agreed in writing, taking into account the Incoterms that may be applicable and/or the conditions of delivery of goods.

4.- Form of payment

The agreed payment dates shall be met by the Buyer, without any deduction, set-off or withholding of payment by the Buyer being permitted, even if transport or delivery is delayed due to reasons beyond CONVA’s control. If CONVA considers it appropriate in view of the Buyer’s financial position, it may request such security as it deems necessary to ensure due performance of the Buyer’s contractual obligations, and may in the meantime suspend deliveries. In the event that a guarantee is required, the text of the guarantee must be in accordance with the model provided by CONVA for this purpose.

5.- Shipping

Shipping costs

Carriage paid in Peninsula and Balearic Islands (except Formentera) for orders over 400 €.
For orders not exceeding 200 €, charge of 26 € for postage and packaging.
For orders between 200 € and 400 €, charge 18 € on the invoice for postage and packaging.
When the customer is responsible for the transport, for orders under 400 €, 10 € will be charged as minimum costs or 16 € if the goods are palletised.
Deliveries to individuals in the Balearic Islands, for orders under 400 € price per shipment 39 €, for orders over 400 € price per shipment 26 €.

The carrier will always leave the goods at street level. Changes of delivery address, once the goods have left the factory, will have an additional charge and must always be authorised by CONVA.

6. Acceptance of the goods

The Buyer will check and carry out the recognition of the consignments, in terms of quality and quantity, at the time of delivery. Once the consignments have been checked and inspected, they shall be deemed to have been accepted by the Buyer, who shall waive any claim whatsoever. Likewise, the Buyer shall have a period of 24 hours to report any hidden defects or faults in the consignments, after which time the Buyer shall lose all action and right to claim against CONVA for this reason. With respect to claims relating to the use, sale or distribution of the products sold or delivered, individually or in combination with other products or packaging, or any other complaint relating to the contract, the Buyer’s rights and CONVA’s liability shall be limited to the exchange of such products or the refund of the purchase price, at CONVA’s option. The Buyer shall never be entitled to return products which have been accepted or for which the period for reporting defects has expired. CONVA’s liability shall never exceed the value of the goods concerned at the time of sale.

7.- Retention of title

CONVA shall remain the owner of all goods supplied until full receipt of the agreed payments. The Buyer authorises CONVA to register its reservation of title in public registers or records, and is obliged to provide any signature required for this purpose.

8.- Warranty

CONVA warrants exclusively that on the date of delivery the products are in conformity with the agreed specifications. The products are sold without further warranty and without any promise on the part of CONVA as to their processing possibilities, potential applications and marketability. CONVA shall be liable to repair or replace any goods which, before expiry of the warranty period, prove to be unusable due to bad materials, faulty design or poor workmanship. If a delivery remains defective despite repair or replacement, CONVA shall be entitled to take back the defective goods against reimbursement of the payments received. Excluded from CONVA’s warranty and liability are all deficiencies beyond its control, especially if this is as a result of normal wear and tear, false information from the Buyer, improper maintenance, failure to observe the operating instructions, use of any unsuitable material, influence of chemical or electrolytic action, etc. If the Purchaser claims that a warranty in accordance with the technical specifications is not fulfilled, the warranty shall only be valid if CONVA has the opportunity to prove that the warranted parameters are not fulfilled. The warranty by CONVA is subject to the timely fulfilment of the payment conditions agreed with the Buyer.

9.- Damages

The customer’s warranty and liability claims are comprehensively covered by these conditions. As long as there are no specific mandatory laws to the contrary, in no event shall the Buyer be entitled to contractual or extra-contractual claims for damages resulting from, but not limited to, loss of production, loss of use, loss of order, loss of profit and any other direct, indirect or consequential damages. CONVA is only liable to compensate the customer for the costs of remedying defects in the supply itself.

10.- Limit of liability

CONVA’s prices are prepared and negotiated on the basis that its maximum legal liability will be limited. Clients have their own means of limiting risk, and duplication would be superfluous. CONVA is willing to negotiate higher liability limits, subject to a corresponding proportional increase in price. Unless otherwise agreed, CONVA’s liability shall never exceed the value of the goods concerned at the time of sale. CONVA shall be released from any liability above this maximum, even if caused by its own negligence or breach of duty, except in the case of fraud on the part of CONVA.

11.- Patents

The sale of the goods by CONVA shall in no event convey any licence under any patent relating to the products or their composition, and the Buyer expressly assumes all risks of patent infringement by reason of their use or sale of production, singly or in combination with other materials or in any manufacturing operation in any process.

12.- Buyer’s Default

In the event of non-compliance or failure to comply with any of the Buyer’s obligations, as well as in the event of a declaration of bankruptcy, liquidation or dissolution of its company, CONVA shall be entitled to give notice of the total or partial termination of the contract or the suspension of its execution in whole or in part. This shall be done by means of a reliable notification, without the need for further notice of default or judicial intervention, and without CONVA being liable for damages, without prejudice to any other rights CONVA may have. Upon the occurrence of any of the aforesaid circumstances, all claims of CONVA against the Buyer shall become due and payable immediately. If the Buyer fails to make payment on time or in full, the Buyer shall on first demand by CONVA return the unpaid goods. If such goods are not returned by the Buyer, CONVA shall, without prejudice to its other rights and remedies, be entitled to repossess the goods sold without further demand, notice or judicial intervention.

13.- Force Majeure

“Force Majeure” means for the purposes of this contract the existence of any contingency, circumstance or cause beyond the control of the party invoking it, including but not limited to the following circumstances: imposition or submission to any law, regulation, decree, order or request of any authority (national, state, autonomous, provincial or municipal), confiscation, riot, war, riot, fire, flood, earthquake, storm, explosion, strike, lockout, machinery or factory shutdown, inability to obtain raw materials, equipment, fuel oil or transportation. If due to Force Majeure either party is unable to fulfil any obligation under this contract other than the payment of the price, said party shall be exonerated from its performance, provided that it notifies the other party indicating the beginning and nature of the situation of the Force Majeure. The party invoking Force Majeure shall give notice immediately upon termination of the cause of the Force Majeure. CONVA shall not be liable to the Buyer for any loss or damage arising from the failure to perform, or the failure to perform punctually or in full, its obligations due to Force Majeure. This clause applies to CONVA and its plant and to the Buyer and its plant. Notwithstanding the foregoing paragraphs of this article, if the Buyer is affected by Force Majeure it shall not be relieved of any of its obligations to accept and pay for deliveries made prior to receipt by CONVA of the Buyer’s notification of the Force Majeure situation; nor may the Buyer invoke the Force Majeure cause to delay payment of amounts due. In the event of Force Majeure, CONVA shall be entitled to allocate, in such manner as it considers reasonable, the quantities of useful products among its customers and its own requirements.

14.- Set-off

CONVA shall be entitled to set off any sums due to it from the Buyer (which in this respect is understood to mean all companies forming part of the same group as the Buyer) against any sums payable to the Buyer.

15.- Products

The Buyer and/or installer, given his knowledge and conditions of the installation site, shall be ultimately responsible for ensuring that the products are in accordance with the characteristics of the environment.

The Company reserves the right to change/modify any model during the period of validity of the price list.

16.- Catalogues and documents

The data contained in catalogues and technical documents shall only be binding if explicitly stipulated as such in the same. All documents provided by CONVA to the Purchaser shall be considered confidential and may not be transferred under any circumstances or for any reason whatsoever to third parties, nor may they be copied or used without the prior written consent of CONVA. If the order is not placed, all catalogues and documents must be returned to CONVA immediately.

17.- Confidentiality and data protection

In compliance with the provisions of Organic Law 15/1999 of 13 December on the Protection of Personal Data, the personal data provided by the Buyer will form part of the Seller’s customer file, the purpose of which is the maintenance of the contractual relationship, the control and management of sales and the corresponding collections. CONVA will treat said data with the utmost confidentiality, and undertakes not to use them for any purpose other than that for which they have been collected, and to conserve them with the necessary measures to guarantee their security and their alteration, loss, unauthorised processing or access. CONVA undertakes to maintain professional secrecy with regard to the aforementioned personal data, even after the contractual relationship has ended. The Purchaser authorises CONVA to retain his data for a period of five years after the contractual performance has been completed. The Purchaser has the possibility of exercising the rights of access, rectification, cancellation and opposition by sending a written communication to the attention of the Data Protection Officer at the following address:

EXCLUSIVAS CONFORT VALLÉS, S.L. – CONVA, Avda Antoni Gaudi, nº 57-61, Pol. Ind. Rubí Sud. 08191 Rubí (Barcelona – Spain)

18.- Separability

These conditions shall be considered separable, and if any of them should be invalid for any reason, the rest shall remain valid with full force and effect.

19.- Language

In case of discrepancy between texts in Spanish and texts in any other language related to the sale of the goods, the text in Spanish shall prevail.

20.- Jurisdiction

The present relationship shall be governed by Spanish law, the parties expressly waive any other forum or jurisdiction to which they may be entitled and agree to submit to the courts of Barcelona any difference or dispute arising from the validity, interpretation, fulfilment or execution of the General Conditions of Sale.