ARTICLE 1 – GENERAL TERMS

All prices, budgets, bids, purchase orders, and tenders are subject to these General Terms and Conditions of Sale.

Notwithstanding the terms and conditions referred by the Buyer unilaterally in their previous communications or offer, the relationship between the Parties will be ruled in any case by General Conditions herein contained. The Buyer expressly acknowledges the order of prevalence of these General Terms and Conditions over any others, by confirming the Order. The Purchaser will expressly accept the Contract, including these Terms & Conditions, when communicating their Order number to ANTEC via telephone, electronic communication or other action that indicates their will for a purchase agreement. The Order confirmation implies the express rejection by the Purchaser of any other terms and conditions, except those herein agreed. ANTEC will send the Purchaser an Order Confirmation or other written or electronic communication that confirms acceptance of the Order.

All orders are subject to acceptance and approval from ANTEC’s Finance Department. All orders must show definite prices, delivery dates, exact amounts, the complete description of the product and, when ANTEC acknowledges it in writing, they shall be considered complete agreements. All variations of an order requested by the Purchaser will be made in writing and the price will be agreed on before ANTEC carries out any additional work. If ANTEC agreed to carry out the variations in accordance with this condition, the dates listed for delivery or finalisation will be extended appropriately.

Once carried out or accepted by ANTEC, Orders may only be cancelled with consent from ANTEC. If the Purchaser, due to a justified cause, wishes to cancel an accepted order, ANTEC shall analyse the associated costs of this cancellation on a case by case basis and these may be passed on to the Purchaser (if there are any).

ARTICLE 2 – PRICES

The prices indicated are understood to be ANTEC plant EXW (Incoterms 2020) unless expressed on the contrary.

ANTEC reserves the possibility of reviewing prices in the event that official alterations occur between the order date and provision date, with regard to the price of the primary materials, the labour or the Social Security.

The purchaser will be responsible for the taxes that may be charged to the operation.

ARTICLE 3 – PAYMENT TERMS

The only valid payment terms will be those included in the Bid, Order Confirmation or Budget prepared by ANTEC and these will be regulated by the provisions of Law 15/2010 of 5 July, which establish measures against payment defaults in business operations.

If the Purchaser does not comply with the agreed expiration dates, ANTEC may suspend later deliveries until the late payments are made.

In the event of a delay in payment, the Purchaser will pay ANTEC a late payment interest of 1% per month from the invoice’s expiration date.

ANTEC will remain owner of the products for agreed sale until the purchaser makes complete payment.

The Purchaser will be responsible for taking the necessary measures to preserve the good state of the goods until they have been paid for.

If ANTEC finds out about a Purchaser’s unfavourable financial situation or lack of compliance with their payment obligations, ANTEC may change the financial terms of the order/contract and may even rescind the provision in whole or in part, even in the event of there being a delivery confirmation.

ARTICLE 4 – DELIVERY TIME

The delivery time reflected in the Commercial Bid is only illustrative, the delivery time that appears in the Order Confirmation being the only one binding and agreed between the parties.

The delivery window will be indicated in the Order Confirmation.

ANTEC reserves the ability to reject an order based on product availability or lack of payment guarantee on the part of the Purchaser. In that case, the Purchaser will be notified of this as soon as possible.

ANTEC will take all available measures to try to comply with the agreed delivery time, although it is materially impossible to fully meet this compliance when depending on third parties and unexpected circumstances outside of their control. It is for this reason that no penalty will be accepted due to delay of this delivery date.

ARTICLE 5 – DELIVERY AND TRANSPORT

The delivery conditions are established by default as EXW ANTEC plant in Portugalete (Incoterms 2020), except with distinct agreement between the Parties reflected in the Commercial Bid or Order Confirmation.

If the Purchaser requested different delivery conditions (CIF, DAP, DDP, etc.), they will be informed of the corresponding surcharge based on ANTEC’s Internal Transport Rate. This request must be notified in writing, three working days before the agreed delivery date.

The goods will be considered delivered to the Purchaser once they are made available to the Purchaser in the ANTEC plant and ready for dispatch (EXW), whether through the Purchaser’s own transport means or those of the transport company to whom they have entrusted the dispatch. Once the delivery has been made, the risk to goods will be transferred to the Purchaser.

When the goods cannot be sent to their destination due to reasons attributable to the Purchaser, they will still be considered provided, the corresponding invoice being issued for payment purposes, remaining so stored in the ANTEC warehouses at the Purchaser’s disposal.

In case of delay by the Purchaser after the agreed collection date of the goods by more than 5 working days, ANTEC reserves the right to claim from the Purchaser the costs derived from the storage of such goods, and may apply a surcharge/penalty of 0.50% of the value of the goods stored per each week passed.

In the event that the Purchaser requests that ANTEC manage transport with a determined Company (including when the delivery conditions are agreed EXW), ANTEC may invoice a surcharge of €100.00 per request under Management Costs.

ARTICLE 6 – GUARANTEE

ANTEC guarantees their products against any construction or material defect for 12 months as of the expiry date of the goods. This guarantee includes the replacement and repair by ANTEC of any item recognised as defective.

ANTEC will not assume any liability for direct or indirect damage that the goods may suffer from due to incorrect handling or installation by the Purchaser, lack of maintenance, negligent handling or overloading. The guarantee will be subject to the Products being installed, used and maintained in accordance with ANTEC’s authorised and available installation and maintenance manuals.

In any case, ANTEC’s liability will be limited to substituting the faulty item(s) as soon as possible, without ANTEC under any circumstance being claimed against due to any other damage, prejudice, liability or compensation, any damage and prejudice, even consequential and indirect, loss of benefits and possible third-party complaints remaining completely excluded at all times.

ANTEC reserves the right not to assume and attend to this guarantee in the event of due and unpaid amounts with respect to the affected goods.

If the Purchaser does not immediately notify ANTEC in writing as soon as they have detected a defect or deficiency, the Purchaser will lose their right to submit a complaint based on the defect or deficiency in question. This notification will be considered to have been made in due course if they identify and communicate to ANTEC the type of product, the item and series number, a description of the cause of the defect or deficiency and how it occurred, and any other critical information that ANTEC may reasonably request. ANTEC reserves the right to reject complaints about the guarantee that are not sufficiently documented. If the Purchaser has notified ANTEC of defects or deficiencies, and it appears that the defect or deficiency in question was not covered by the aforementioned guarantee, ANTEC will have the right to remuneration for any work carried out and any cost they incurred in relation to the complaint, including the items that they had to substitute.

Only the Purchaser will have the right to file a complaint in virtue of the aforementioned guarantee. The Purchaser will only have the right to transfer their rights to this guarantee to a third party after prior written consent from ANTEC.

The aforementioned compensation is established for the exclusive benefit of the Purchaser, but not for third parties. The total amount of ANTEC’s liability, whether stemming from the Contract, Guarantee, Negligence, Compensation, Penalty, direct or indirect Liability or anything else will not in any event exceed the purchase price of the Products that gave rise to the complaint.

In no event will ANTEC or its suppliers be held liable against the Purchaser or any beneficiary of this contract for consequential, whether direct or indirect, or special harm and damage or any other secondary or administrative charges, or punitive sanctions, fees, expenses and other charges derived from the Contract or from any non-compliance to it, whether based on loss of use, loss of production, loss of benefits or income, interest, loss of merchandise, work stoppage, impairment of other goods, loss due to reasons of stoppage or lack of operation, greater operation expenses or complaints from the Purchaser’s clients due to interruption of the service or any other type of loss or economic damage, whether or not this loss or damage is based on the Contract, guarantee, compensation, negligence of strict liability or in any other way.

ARTICLE 7 – CONFIDENTIALITY

All drawings, models, documents, confidential registers, software and any other information provided by ANTEC will be provided on the express understanding that ANTEC reserves all copyright and design rights and that the Purchaser shall not transfer, supply, exhibit or sell these drawings, models, documents, confidential registers, software or any other information or extracts or copies without prior and express consent from ANTEC, and shall also not use them for a purpose different to which they were made nor use them in a different way than what has been specified.

The Purchaser will take into account that all information provided by ANTEC which was not previously disclosed publicly by ANTEC is confidential, and shall not copy or disclose this information to any other person, use this information for commercial purposes or make copies of this information without written consent from ANTEC. The Purchaser will not disclose any information related to any order without written consent from ANTEC. Unless the parties agree to the contrary in writing, no commercial, financial or technical information disclosed in any way or at any time by the Purchaser to ANTEC will be considered secret or confidential and the Purchaser will have no rights against ANTEC with regard to this.

ARTICLE 8 – FORCE MAJEURE

ANTEC will not be held liable for an error in delivery or delays in the delivery or manufacturing caused by events outside of its reasonable control, including, but not limited to, strikes, working delays, business closures, fires, floods, earthquakes, pandemics, lockdowns, disturbances, theft, accidents, embargos, import or export limitations, war or other hostile outbreak, terrorist activity, sabotage, disturbances, insurrection, civil disobedience, chance events, acts against the public, unusually severe weather, the inability to find space for delivery, faulty machinery, transport company delays, interruptions or errors of transport, public services, computers or communications, delay in obtaining or the inability to obtain sufficient staff, materials, provisions or services, and any legal or regulatory action from any government or any quasi-governmental, supranational or agency body. In the event of any delay, the execution timeframe will be reasonably extended, and ANTEC and the Purchaser will take reasonable measures to re-establish the schedule as established in the Contract, and will make an adjustment to the price if there are any additional costs incurred for ANTEC.

In such event, ANTEC agrees to communicate to the Purchaser as soon as possible the existence of an error or delay in manufacturing or delivery and the cause of this. They will also notify the Purchaser when the cause has ceased, specifying the time at which they will comply with the suspended obligations because of this.

ARTICLE 9 – APPLICABLE LAW AND JURISDICTION

These Terms and Conditions shall be regulated by Spanish law.

Any dispute that may arise from the application or interpretation of these Terms shall be processed by the jurisdiction of the Courts and Tribunals of the city of Bilbao, with the parties expressly renouncing any other jurisdiction that may become applicable.