1.- Generalities:

• A.- These General Conditions of Sale shall govern all orders received, and in general, all sales to be made by "NIASA - Neff y Asociados, S.A.", called Seller.

• B.- These General Conditions of Sale, together with the written offer of the Seller, shall prevail over any type of negotiations or correspondence, and constitute the only and complete agreement between the Buyer and the Seller with respect to the conditions that control the order. The Seller shall not be considered bound by any waiver or modification of these Conditions that have not been made expressly, in writing, and by a duly authorized representative.

• C.- These General Conditions of Sale shall be considered to have been communicated to the Buyer from the moment that the latter receives an offer from the Seller accompanied by these Conditions. Alternatively, they will be considered as communicated if the Buyer received them previously in the course of his commercial relationship with the Seller; in all cases they will be considered accepted by the Buyer, for all purposes, when placing his order.

• D.- The Seller's offer expires in all cases thirty days from its date. The Seller, however, reserves the right to revoke it in whole or in part at any time before receipt of the order.

• E.- Orders that the Seller receives from the Buyer may not be subsequently cancelled by the latter, except by mutual agreement between the parties.

• F.- The data included in the catalogues, documentation, plans, photographs, and in general, all those included in the offers, are approximate, so the Seller reserves the right to introduce, without prior notice, the variations it deems reasonable. Consequently, the offer and the aforementioned information do not exempt the Buyer from verifying and testing the technical qualification of the product for the required use, including the regulations that it must comply with.

• G.- The intellectual and/or industrial property of the Seller's offer, in all its terms, and the information attached to it, as well as that of the equipment to be supplied and that of the elements, plans, drawings, software, etc., incorporated or related to it, belong to the Seller or its suppliers, so its use by the Buyer for purposes other than the fulfillment of the order is expressly prohibited, as well as its total or partial copy or transfer of use in favor of third parties, without the prior written consent of the Seller.

2.- Prices and review:

• A.- The supply price refers to the material without packaging, placed in the Seller's warehouse.

• B.- The prices are based on the costs of materials and labor on the date of the offer, and will be subject to the review formula conveniently prepared by the Seller.

• C.- All taxes, present or future, established by the competent Tax Authorities that fall on this contract or on any of the operations that motivate it, will be for the account and charge of the Buyer.

3.- Delivery:

• A.- The Seller will deliver the products to the Buyer upon notice of availability in the warehouse. Partial and/or early deliveries may be made with all effects. Once the products have been delivered in whole or in part, both the title of ownership and the risks of loss or deterioration will pass to the Buyer, except in the case of sale with reservation of title in section 4 of these Conditions.

• B.- The agreed delivery period will begin to count from the date of receipt by the Seller of the Buyer's order, provided that the Buyer has made the first payment, if applicable, in accordance with the agreement, and the Seller has received all the necessary information to accurately determine the characteristics of the elements to be supplied, and to begin manufacturing them.

• C.- If the Buyer causes a delay in accepting delivery, or intentionally breaches another obligation to cooperate, the Seller shall be entitled to demand compensation for damages incurred, including any additional costs, without prejudice to any other rights that may be available to it under the law.

• D.- The Seller reserves the right to delay delivery, in addition to the reasons set out in section 5, for failure to pay advances or interim payments on the stipulated date by the Buyer, as well as for any variation in the characteristics of the products proposed by the Buyer and accepted by the Seller after the perfection of the Contract.

• E.- If all or part of the products cannot be delivered when they are ready for delivery, due to any of the causes provided for in section 5, the Seller may place such products on consignment or deposit after fifteen calendar days from the notification of availability. In such case: (1) The delivery obligations of the Seller shall be deemed to have been fulfilled and the ownership and risks referred to in point A of this section shall then pass to the Buyer if they have not already done so previously. (2) Any amount payable to the Seller at the time of delivery shall also be payable upon presentation of the invoice and certification of the existence of such cause. (3) The Buyer shall pay the costs incurred by the deposit or consignment of the products.

4.- Payment, reservation of title:

• A.- The stipulated price shall be paid by the Buyer on the dates set.

• B.- In the event of late payment, the Seller, without prejudice to the right to exercise the corresponding actions, will charge the Buyer all the respective financial costs, calculated according to the annual interest rate resulting from increasing by one point the interest rate for discount operations in Commercial Banks in force at the respective due dates.

• C.- Likewise, in the event of late payment by the Buyer, or if the Buyer becomes aware of a serious deterioration in his financial situation, the credits will expire immediately and the pending orders to be supplied, at the Seller's discretion, will be fulfilled with prior advance payment or will be cancelled by charging the Buyer's account the costs of cancellation of the order.

• D.- The sale will be deemed to be made with a reservation of title agreement when the total payment of the price is not made upon delivery. This reservation will last as long as the total payment remains pending, with the Buyer committing, at the Seller's request, to facilitate the Seller's access to its facilities, during normal business hours, to take possession of the merchandise.

• E.- The Buyer undertakes, at the request of the Seller, to acknowledge the reservation of title in a Public Deed and to register it in the corresponding Registry.

5.- Delays in delivery:

• A.- The agreed delivery period shall be extended, without liability for the Seller, for a period equal to the time lost due to direct or indirect causes of force majeure or fortuitous event, understood as all those unforeseeable events or those that were foreseen but were unavoidable, as well as for causes beyond the reasonable control of the Seller, such as delays or rejections in the delivery of materials or components, delays in the processing of permits or official documents, impossibility of obtaining labor, means of transport, changes in the scope of supply at the request of the Buyer, etc., or any other causes caused by the Buyer.

• B.- The extension of the aforementioned period shall take place even when said cause occurs after the Seller has delayed delivery for other reasons.

6.- Packaging, transport and insurance:

• A.- Packaging, transport and insurance are not included in the Seller's sales prices.

• B.- By agreement to the contrary or by unilateral decision of the Seller, given the nature of the product, it may be delivered packed, with the packaging costs to be paid by the Buyer. Likewise, transport and insurance are the responsibility of the Buyer, although at the express request of the latter the Seller may mediate in the contracting of the same, considering the Buyer to be the shipper and responsible for the merchandise for all purposes.

7.- Inspection of the material, claims and returns:

• A.- Once the products have been delivered to the place indicated by the Buyer, the latter shall have five days to verify that the delivered material corresponds to that established in the Contract, ten days to inspect the products for possible manifest or apparent defects, and thirty days for hidden or internal defects.

• B.- The buyer must notify the Seller, within the time periods mentioned in point A of this section, in writing and in a reliable manner, of any discrepancies, defects and/or faults found in the product, which could be attributable to the Seller. After the aforementioned time periods have elapsed without the Seller having received notification of a claim from the Buyer, the supply will be considered to have been accepted, and any right to claim will be extinguished.

• C.- The Seller will not accept returns of materials, unless otherwise agreed between the parties. The return procedure, as well as the amount to be paid, will be set by the Seller, with the costs of packaging, transport and insurance being the responsibility of the Buyer.

• D.- In no case will the Seller accept returns of materials that have been unsealed from their original packaging, used or assembled in other equipment or installations, or subject to disassembly not carried out by the Seller, or that have been designed or manufactured especially for the Buyer, or that have elapsed more than three months since the delivery of the goods.

8.- Inspection, tests and documentation:

• A.- Inspections by the Buyer or its representatives will not be admitted, for the purpose of verifying the manufacturing and packaging process of the material carried out by the Seller, unless expressly accepted by the latter. Any expenses incurred by the Seller during the inspection process will be borne by the Buyer.

• B.- The Seller will carry out the tests of the material that it determines in accordance with its processes and quality standards. Additional tests may be carried out, subject to express acceptance by the Seller, with any expenses derived from them being borne by the Buyer.

• C.- The documentation required for the supply will be that determined by the relevant regulations and laws, and that which the Seller additionally considers to be in accordance with its quality and procedure standards. Additional documentation may be provided, subject to the express acceptance of the Seller, with any costs arising therefrom being the responsibility of the Buyer.

9.- Limitations on export:

• A.- The merchandise and/or service described in the offer and/or order may be subject to export control regulations established by local and/or international laws, and in this case, by Spanish, European, or American laws, for example, due to the type or intended use, or the final destination of the merchandise and/or service. This means that each order is applied with the condition that no delivery/service is prohibited under these regulations, and it is the Buyer's responsibility to comply with such regulations, and to obtain and provide the Seller with the approvals, authorizations or permits that it requires for the fulfillment of the Contract.

10.- Warranties:

• A.- The seller guarantees its products against any defect directly and exclusively attributable to materials or manufacturing, discovered in them within a period of twelve months from the moment they are ready for delivery, provided that such defect is immediately notified to the Seller, and is adequately demonstrated.

• B.- The seller assumes that the products have been subject to appropriate installation, handling, use and maintenance, and in accordance with the instructions contained in their use and maintenance manuals. The guarantee will not extend to those elements in which normal wear occurs within the guarantee period.

• C.- Under this guarantee, the Seller, at its discretion, undertakes to repair or replace at the place it determines the parts deemed defective, in accordance with point A of this section, with the replaced parts remaining the property of the Seller. The guarantee does not cover the eventual cost of the transports involved in the repair.

• D.- This guarantee constitutes the only one enforceable by the Seller with respect to the products included in this Contract.

• E.- The action to enforce the guarantee will expire six months after the discovery of the defects, always within the period indicated in point A of this section.

11.- Limitation of liability:

• A.- The total liability of the Seller, including its subcontractors, for any contractual or extra-contractual claim arising from the subject matter of this Contract, will be limited to the price corresponding to the product or service or component that gave rise to the claim.

• B.- In no case will the Seller or its subcontractors be liable for damages, such as, among others, loss of profits, financial charges, claims from the Buyer's customers for interruptions in the supply service, and in general, any expense incurred for labor, general expenses, transportation or replacement of industrial facilities or sources of supply, nor any special, indirect or consequential damages or losses of any kind.

12.- Disputes – Jurisdiction:

Any dispute arising directly or indirectly from this Contract shall be submitted to the Judges and Tribunals of San Sebastián, with express waiver of any other Jurisdiction.