General Terms and Conditions of Purchase of OQEMA Iberia S.A.U.

These General Sales Conditions shall apply to all sales made by "OQEMA IBERIA S.A.U.", prevailing over the general purchase and/or sale conditions of the Buyer, as well as over the conditions of orders received from the Buyer. Any particular conditions that may be agreed upon shall prevail over these General Conditions only if they are in writing and signed by the legal representatives of the contracting parties, with these General Conditions remaining in force in all matters not overridden by a particular condition.

Any order sent to "OQEMA IBERIA S.A.U." implies the prior and unreserved acceptance by the Buyer of these General Conditions. Orders placed by the Buyer shall be considered binding offers from the Buyer, which must be previously accepted in writing by "OQEMA IBERIA S.A.U.", unless the latter actually performs the delivery, which shall imply tacit acceptance of the order placed.

OQEMA IBERIA S.A.U. reserves the right to update and/or modify the content of these General Sales Conditions at any time without prior notice; therefore, it is recommended that the Buyer verify them periodically.

1.- Product Selection

The Buyer is solely responsible for the selection of the product subject to the sale, as well as for the use or purpose to which it is intended. Consequently, and in accordance with information provided in its catalogues, price lists and/or general product information, "OQEMA IBERIA S.A.U." accepts no responsibility and does not guarantee that the Product is suitable for the technical applications intended by the Buyer, nor for achieving, in whole or in part, the objectives set by the Buyer when purchasing the products.

2.- Transfer of Risk

Unless the invoice terms indicate otherwise, risk is transferred to the Buyer at the moment the goods arrive at the destination indicated by the Buyer for delivery, or at the moment the goods are made available to the Buyer at the facilities of "OQEMA IBERIA S.A.U." for collection by or on behalf of the Buyer. Risk transfers even if the Buyer decides to delay collection.

3.- Claims

The Buyer is obliged to inspect the quantity and quality of the products upon receipt. In such case, the Buyer must record the corresponding reservation on the delivery note. If defects are not visibly apparent, the Buyer must notify "OQEMA IBERIA S.A.U." of the defect by a reliable means within 3 calendar days following the date of receipt of the products. Likewise, if the product received differs from the one ordered, the Buyer shall have the same 3-day period to notify OQEMA IBERIA S.A.U. Under no circumstances will claims be accepted once the deadlines established in this clause have elapsed. Furthermore, the liability of "OQEMA IBERIA S.A.U." ceases at the moment the Buyer uses and/or processes the product, regardless of the characteristics of the product supplied; therefore, the warranty of "OQEMA IBERIA S.A.U." shall under no circumstances extend to manufacturing processes carried out by the Buyer. OQEMA IBERIA S.A.U. shall not be liable for defects in the quality or quantity of products arising from an event of force majeure or act of God. If the product is defective and the Buyer has notified "OQEMA IBERIA S.A.U." under the conditions and within the deadlines set out in this Clause, "OQEMA IBERIA S.A.U." shall indemnify the Buyer, at its discretion, by replacing the products upon return of the defective goods, or by reimbursing the price paid by the Buyer; the decision shall be communicated to the Buyer within a reasonable period. OQEMA IBERIA S.A.U. shall not be liable for damage to delivered products resulting from improper handling, any alteration made by the Buyer, or inadequate storage. "OQEMA IBERIA S.A.U." is not responsible in any case for the suitability of a product for a specific use, nor does it extend its warranty on products to third parties other than the Buyer.

4.- Delivery

Dispatch and delivery deadlines shall be counted from the acceptance of the order and are indicative only. The Buyer shall not be entitled to any compensation for delays in delivery. The Buyer may request "OQEMA IBERIA S.A.U." to carry out unloading at the destination. If unloading is delayed for more than 2 hours from the carrier's arrival at the destination for reasons not attributable to OQEMA IBERIA S.A.U., the costs arising from such delay shall be charged to the Buyer. For bulk goods deliveries, the carrier may assist with unloading operations, but shall under no circumstances connect hoses to storage tanks or discharge pumps; this must be done by the receiver's personnel under their own responsibility.

5.- Price

The price of the products supplied shall be the price communicated by "OQEMA IBERIA S.A.U." to the Buyer prior to the purchase order, or, failing that, the current general price list. VAT or any other applicable levy or tax in force at the time of invoicing shall be added to such price. If, after the order has been placed, a substantial variation in costs or a change in the taxes or duties applicable to the products occurs, "OQEMA IBERIA S.A.U." shall notify the Buyer of the corresponding increase and, therefore, of the new product price. These new prices shall apply unless the Buyer rejects them in writing within a maximum of four business days from the date of notification. Should the Buyer, in accordance with the foregoing, not accept the new price, the purchase order shall be deemed not to have been placed, without any liability arising on the part of OQEMA IBERIA S.A.U.

6.- Payment

Payments shall be made in the manner agreed upon between "OQEMA IBERIA S.A.U." and the Buyer and as specified in the corresponding invoice. Non-payment of an invoice shall result in the penalty established by Law 15/2010 of 5 July, amending Law 3/2004 of 29 December, which establishes measures to combat late payment in commercial transactions. Any partial or total non-payment of a single invoice shall entitle "OQEMA IBERIA S.A.U." to demand, without prior notice, immediate payment of all outstanding amounts, including those not yet due, and to make the supply of a new order conditional upon such payment. The declaration of insolvency or judicial or extrajudicial liquidation of the Buyer, or, in general, any change in its legal status affecting its solvency, shall entitle "OQEMA IBERIA S.A.U." to immediately demand all outstanding credits for goods delivered but not yet paid for by the Buyer. Likewise, ownership of the Product shall not pass to the Buyer until "OQEMA IBERIA S.A.U." has received full payment thereof. In the event of a payment delay or incident, "OQEMA IBERIA S.A.U." may proceed to recover the goods pending payment and/or initiate the appropriate legal actions.

7.- Packaging and Waste Management

The final holder of packaging waste or used packaging in Spain is responsible for its delivery for proper environmental management, in accordance with Law 11/1997, Royal Decree 782/1998, Royal Decree 252/2006, and analogous legislation. The final holder of packaging waste or used packaging in any other EU Member State is responsible for its proper environmental management in accordance with Directives 94/62/EC of 20 December 1994 and 2004/12/EC of 11 February 2004, and applicable national regulations. Packaging invoiced by "OQEMA IBERIA S.A.U." to the Buyer may be credited by "OQEMA IBERIA S.A.U." provided the following requirements are met: (i) no more than 6 months have elapsed since delivery of the Product; (ii) the packaging has not been used for any purpose other than storing the product supplied by "OQEMA IBERIA S.A.U."; (iii) the packaging has not been moved outside the customer's premises; and (iv) the condition of the packaging is satisfactory, as assessed according to criteria set by "OQEMA IBERIA S.A.U.". OQEMA IBERIA S.A.U. shall not be responsible for packaging that is not returned, nor for packaging that does not meet the return conditions set out above.

8.- Data Protection

The personal data of the Buyer may be included in one or more automated files held by "OQEMA IBERIA S.A.U.", for the purpose of managing the invoicing of Products and services offered, the normal development of the commercial relationship, and the sending of commercial communications, both by post and electronically. The Company informs that such data may be disclosed to Public Authorities for the purpose of complying with applicable legal and tax obligations. The Buyer may exercise the rights of access, rectification, cancellation and objection by contacting the following postal address: Vía Trajana, No. 47-51, 08020 Barcelona. The Buyer may, at any time, revoke consent given for the sending of commercial communications by sending a written communication to the aforementioned address.

9.- Force Majeure

OQEMA IBERIA S.A.U. is exempt from any liability in the event of force majeure or act of God, in accordance with the concept thereof in the Civil Code as a justifying cause for non-performance of an obligation; this shall include any other cases in which, due to circumstances beyond the control of OQEMA IBERIA S.A.U., performance of the obligation is not possible, such as, without limitation, war or terrorist attacks, natural disasters, strikes, material shortages or regulatory changes. If any cause preventing "OQEMA IBERIA S.A.U." from fulfilling its obligations persists for more than three months, "OQEMA IBERIA S.A.U." may terminate the Contract or the order by notifying the Buyer, without incurring any liability. If the Buyer refuses to accept the delivered goods, "OQEMA IBERIA S.A.U." shall store them at the Buyer's expense and risk.

10.- Applicable Law and Jurisdiction

The law applicable to these General Conditions is Spanish law. Any dispute arising in connection with the fulfilment of these General Conditions shall be resolved in the first instance amicably, for which the parties shall have a period of one month from the date on which the dispute was raised by one of the parties. After this period, either party may resort to the ordinary courts, and the Parties expressly agree to submit such disputes to the Courts and Tribunals of Barcelona, Spain, expressly waiving any other jurisdiction that might apply to them.

OQEMA IBERIA S.A.U. 

VÍA TRAJANA 47-51 

08020 BARCELONA 

TEL: 93 313 82 50 

FAX: 93 314 28 47 

INFOIBERIA@OQEMA.COM 

WWW.OQEMA.ES

1 Scope of Application

1. The general terms and conditions of purchase set forth in this document (hereinafter the "General Conditions") shall apply to all purchases made by OQEMA Iberia S.A.U. (hereinafter "OQEMA") from any supplier. These General Conditions shall apply exclusively and shall prevail over any other contradictory or divergent conditions of the supplier.
2. These General Conditions are valid for all future commercial transactions carried out with the same supplier.

2 Prices / Payment Terms

1. The prices indicated in the order are binding.
2. Applicable VAT must be indicated separately in the supplier's offers and invoices. Otherwise, the applicable VAT shall be deemed included in the supplier's price.
3. Unless otherwise agreed in writing between OQEMA and the supplier, the purchase price of the goods or the contract price of the services shall be paid according to the agreement currently in force with the supplier.
4. In the event that the object of the contract is the provision of a service by the supplier, acceptance by OQEMA shall substitute delivery.

3 Inspection of Goods

1. OQEMA shall examine the goods within a reasonable period of time to determine any possible variation in their quality or quantity. With an express waiver of the provisions of Article 336 of the Spanish Commercial Code, any claim regarding the existence of apparent vices or defects, or obvious variations in the quantity of the goods, and/or in the event of patent but non-recognizable defects, OQEMA must notify the supplier at any time during the examination of the goods.
2. In accordance with the requirements previously communicated, OQEMA's delivery policy requires that a single batch be sent per delivery and that the product's shelf life must be at least 3/4 of the shelf life indicated in the Product's technical specifications, unless otherwise agreed in writing between OQEMA and the supplier.
3. OQEMA reserves the right to return, partially or totally, Product deliveries in the event of non-compliance with point 3.2, with the supplier assuming the transport costs for said return.

4 Warranty

1. Goods shall be delivered in accordance with the technical specifications of the Product, consistent with the contract, and free from material and legal defects. OQEMA will only accept deliveries differing from those mentioned above upon prior written agreement.
2. Additionally, the supplier must comply with all technical and legal regulations regarding the use and manufacture of the goods in force at the time the order is placed.
3. In the event of delivery of non-conforming goods (including material or legal defects), OQEMA may, at its sole discretion, choose between the repair or replacement of the goods. The costs of repair, return, and/or replacement shall be borne by the supplier. In the event that the return, replacement, repair, or substitution of the Product has not been carried out within the reasonable period indicated by OQEMA, OQEMA may request a price reduction or, when the lack of conformity is significant, the termination of the contract. In addition to the aforementioned rights, OQEMA shall be entitled to claim compensation for any damages and losses caused.
4. In the event that the object is the provision of a service and it has been provided defectively, deficiently, or insufficiently by the supplier, OQEMA may demand the correct fulfillment of said obligation from the supplier. The supplier may choose between re-performing the service or rectifying the detected defect, bearing all expenses incurred. If the supplier fails o rectify the defect within the reasonable period indicated by OQEMA, OQEMA may rectify it on its own account and shall be entitled to claim the incurred expenses from the supplier. Likewise, OQEMA may require an advance payment from the supplier to cover such expenses. If an additional period is stipulated for the supplier to rectify the defect and it remains unrectified after such period, OQEMA may opt for a price reduction or contract termination. OQEMA shall be entitled to claim compensation for damages and losses suffered as a result of said breach.
5. Unless otherwise agreed in writing, the warranty period is two years from the time of delivery.
6. Any rights OQEMA may have based on any other warranty (quality or durability) granted by the supplier or any other third party shall be complementary to the rights OQEMA holds under the warranty contained in these General Conditions; such rights may be asserted independently and in full.
7. In any case, OQEMA may exercise any right or action recognized by the applicable legislation in this regard.

5 Indemnification

The supplier agrees to indemnify and hold OQEMA harmless against any claim from any third party arising from or related to manufacturing defects or product liability regarding the goods delivered by the supplier.

6 Jurisdiction / Governing Law

Any contracts and documents to which these General Conditions apply shall be governed exclusively by Spanish law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any controversy or conflict that may arise between the parties in relation to this contract or these General Conditions shall be submitted to the exclusive jurisdiction of the courts of the city of Barcelona, Spain. Notwithstanding the foregoing, OQEMA shall also be entitled to take legal action before the courts of the supplier's domicile.