Termini generali

General Terms and Conditions of Business for Trading Partners

I. General – Scope of application

1. These General Terms and Conditions of Business apply for sales relationships between:
   
   Valiryo Technologies S.L (hereinafter “VALIRYO SL“ or “we”) and trading partners who are entrepreneurs within the meaning of the Spanish Civil Code (Código Civil), legal entities under public law or special funds under public law (hereinafter: Contract Partner)
   
   and also for sales relationships between:
   VALIRYO GmbH (hereinafter “VALIRYO“ or “we”) and trading partners who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB)), legal entities under public law or special funds under public law (hereinafter: Contract Partner) .
   
   We do not recognize terms and conditions of the Contract Partner that deviate or differ from or supplement these General Terms and Conditions of Business unless we have expressly acknowledged the validity of such in writing. Our terms and conditions of sale also apply if we perform the delivery to the Contract Partner without reservation, whilst being aware of the latter’s terms and conditions which conflict with or differ from these terms and conditions of sale.
2. Our General Terms and Conditions of Business apply for all present and all future sales relationships even if these are not explicitly agreed again. Counter-acknowledgements referencing the terms and conditions therein are hereby rejected.
3. Within the scope of this contract, all agreements between us and our Contract Partner should be submitted in written or text form.

II. Offer – Conclusion of contract

1. Our offers are non-binding. Product descriptions or labels are not guaranteed characteristics. They are only approximately applicable unless the usability requires exact conformity for the intended contractual purpose. Deviations which are typical for the industry, which take place on the basis of legal provisions or which represent technical improvements, as well as the replacement of components with equivalent parts are permitted provided this does not impede usability for the intended contractual purpose.
2. The order of goods by the Contract Partner is considered a binding contractual offer. Unless otherwise specified in the order, we are entitled to accept this contractual offer within four weeks of its receipt by us, whereby the acceptance can also be effected by delivery of the goods to the Contract Partner.
3. We shall retain ownership and copyright rights to illustrations, drawings, calculations and other documents. These must not be made available to third parties and may be used exclusively for the jointly pursued purposes.
4. If property rights of third parties are infringed in the case of preparations according to templates, samples or other information of our Contract Partner, the latter shall indemnify us from claims of third parties.
5. Samples are generally provided to the Contract Partner at extra cost.

III. Remuneration – Payment terms

1. The prices apply for the service and delivery scope listed in the order confirmations. Statutory VAT is not included in our prices. It shall be invoiced additionally on the day of the invoicing. Unless otherwise specified, particularly in the contract, our prices shall apply “ex works”.
2. If we have delivered partially defective goods, our Contract Partner is obliged to make the payment for the non-defective portion unless it is verifiably unable to use the partial delivery.
3. If our Contract Partner is in default of payment, we can after written warning suspend the fulfilment of our obligation until receipt of the payments. Section 321 BGB shall remain unaffected.
4. In the case of default of payment by the Contract Partner, all existing claims shall become due immediately.

IV. Offsetting – Right of retention

1. The Contract Partner is entitled to offset claims against counter-claims only if its counter-claims are undisputed or acknowledged by us.
2. The Contract Partner may only assert a right of retention if its counter-claim is based on the same contractual relationship.

V. Delivery period – Delivery impediments

1. Delivery dates and periods shall be binding only in the case of express written confirmation; they shall otherwise generally be approximate information. Delivery periods shall begin no earlier than upon contract conclusion, however not before clarification of all technical and commercial questions; they shall be subject to the fulfilment of contractual obligations by our Contract Partner. The agreed delivery period shall be deemed upheld if the object of the contract has left the factory or been declared ready for delivery by the end of that period.
2. Insofar as we cannot adhere to the binding delivery periods due to reasons for which we are not culpable (non-availability of service), then we shall immediately inform the Contract Partner thereof and simultaneously communicate the new expected delivery time. Should the service also not be available within the new delivery period, we shall be entitled to withdraw in part or in full from the contract; any remuneration already provided by the Contract Partner shall be immediately reimbursed. In particular, cases that shall apply as non-availability of service in this context include delayed delivery by our suppliers if we have agreed a congruent cover transaction, whereby neither we nor our suppliers can be considered culpable for the delayed delivery and/or defective delivery received from our suppliers.
3. Delivery periods shall be extended – even within the delay – appropriately in the event of measures taken in the context of labor disputes, in particular in the case of strikes and lock-outs and in the event of unforeseeable impediments occurring that lie outside our control, if such impediments can be shown to have a significant influence on our contractual performance vis-à-vis our Contract Partner. This shall also be the case if these circumstances occur for our suppliers. Apart from cases where the previously mentioned circumstances are manifest, we shall inform our Contract Partner of these as soon as possible. Where delays to delivery last longer than three (3) months, the Contract Partner shall be entitled after setting a reasonable grace period to withdraw from the part of the contract which has not yet been fulfilled. If the delivery period is extended or in the event that the Contract Partner is released from its obligation, the latter shall not be entitled to any claims for damages from this.
4. Delivery delay requires, unless otherwise agreed (e.g. transaction for delivery on a fixed date) by our Contract Partner, the setting of a reasonable extension period in writing, which must be at least two (2) weeks. The period shall begin once we have received notice of the extension period.
5. If we owe companies delivery on demand, the demands shall be made at the latest within six (6) months after order confirmation unless otherwise agreed in writing. We have the right even without a call order to deliver to our Contract Partner even after expiry of the aforementioned, possibly differing call time and assert our claims. The Contract Partner shall then be obliged to accept the delivery and pay the remuneration. After delivery we shall, unless otherwise agreed, deliver within 14 working days.
6. We are entitled to make partial deliveries if the partial delivery is usable for the Contract Partner within the scope of the intended contractual purpose, the delivery of the remaining goods orders is guaranteed, and the Contract Partner does not incur any material additional expenditures or additional costs hereby.

VI. Transfer of risk

1. Unless otherwise regulated, in particular in our order confirmation, delivery is agreed as ex works.
2. The risk of sudden loss or deterioration in the condition of the goods shall pass to the Contract Partner upon transfer, in the case of orders to be dispatched, upon delivery of the goods to the haulier, carrier or to the other person or establishment designated for the execution of the dispatch.
3. The handover shall also be deemed to have taken place if the Contract Partner is in default of acceptance.

VII. Retention of title

1. Until the complete payment of all our current and future debt claims arising from the contract and the ongoing business relationship (assured debt claims) has been made, we shall retain ownership of the sold goods. This also applies for balance demands from the current account. Before transfer of the ownership to the retained goods no pledging or assignment of these as security shall be permitted.
2. The Contract Partner is authorized to sell and/or process the goods subject to retention of ownership (Retained Goods) in the ordinary course of business. Retention of ownership extends to the products arising from the processing or combination of our goods to their full value, whereby VALIRYO SL/VALIRYO GMBH shall be considered the manufacturer thereof. Should the property rights of third parties continue to exist following the processing or combination with their goods, then VALIRYO SL/VALIRYO GMBH shall receive joint ownership on the basis of the proportional values of the processed or combined goods. Otherwise, the same shall apply for the resulting product as for the delivered goods that were subject to the retention of ownership.
3. If the Retained Goods are sold on in an unprocessed state or, following processing or combining, are sold on along with items that are owned exclusively by the Contract Partner, then the latter shall assign debt claims to us in full that it has accrued as a result of the resale. If the Retained Goods are sold on by the Contract Partner – after processing/combination – together with property not belonging to us, then the Contract Partner assigns here and now to us debt claims that it has accrued as a result of the resale to the value of the Retained Goods along with all associated rights and priority over the rest. VALIRYO SL/VALIRYO GMBH accepts this assignment. The Contract Partner remains authorized to collect these debt claims even after assignment. This does not affect our authority to collect the claim ourselves: However, VALIRYO SL/VALIRYO GMBH undertakes not to collect the debt claims as long as the Contract Partner duly fulfils its payment and other obligations. VALIRYO SL/VALIRYO GMBH may request that the Contract Partner disclose the debt claims assigned and the debtors in question, provide all information required for the collection, surrender the relevant documents, and notify the debtors of such assignment of debt claims.
4. We are entitled at any time to demand the return of the items belonging to us, in particular the rights to segregation or assignment of assertion of the claim to counter-performance in insolvency proceedings if the fulfilment of our debt claims is jeopardized by the Contract Partner, in particular insolvency proceedings are filed against its assets or its financial circumstances deteriorate significantly. Our assertion of the right to retain ownership as well as our pledging of the delivery item shall not be considered to be rescission of the contract.
5. In the event of the Retained Goods being seized by third parties or other interventions by third parties, the Contract Partner is obligated to indicate our ownership and notify us immediately in writing so that we can enforce our ownership rights. The Contract Partner shall do everything necessary in coordination with us to avert the risk. Where appropriate for the protection of the Retained Goods, the Contract Partner shall at our request assign claims to us. If the third party is not in a position to reimburse us for the judicial or extra-judicial costs and damages arising from this, the Contract Partner shall be liable for these.

If the value of the existing collateral exceeds the debt claims to be collateralized by more than 20%, VALIRYO SL/VALIRYO GMBH shall, if requested by the Contract Partner, release collateral at its discretion

VIII. Rights of the Contract Partner in the event of defects

1. The statutory regulations shall apply for the rights of the Contract Partner in the event of material defects and defects in title, unless otherwise specified below. Claims arising from supplier regress shall be excluded if the defective goods have been sold on by the Contract Partner or another company, e.g. through incorporation into a different product. In all cases, the special statutory provisions for the final delivery of the unprocessed goods to a consumer shall remain unaffected, even if the latter has resold these (supplier regress as laid down in §§ 478 BGB).
2. Obvious defects must be notified to VALIRYO SL/VALIRYO GMBH immediately, no later than one week after delivery after receipt of the goods; the assertion of rights by the entrepreneur in the case of defects shall otherwise be excluded. If such defect becomes evident at a later date, the notification must be made immediately, no later than one week after its detection by the Contract Partner.
3. If we deliver following an initial sampling test, a notification of defects – except in the case of fraudulent intent on the part of
   VALIRYO SL/VALIRYO GMBH – shall be excluded if the defect was already identified beforehand or has remained unidentified as a result of gross negligence on the part of the Contract Partner.
4. In the case of defects, VALIRYO SL/VALIRYO GMBH shall at its discretion rectify the defect or perform a replacement delivery. If the subsequent performance fails twice, the Contract Partner can at its choice demand a reduction in price or withdraw from the contract. In cases of negligible defects, however, there shall be no right to withdraw.
5. The warranty period amounts to one year from delivery of the goods. For used goods VALIRYO SL/VALIRYO GMBH excludes the warranty. These limitations shall not apply if VALIRYO SL/VALIRYO GMBH or its vicarious agents have fraudulently concealed the defect or assumed a guarantee for the quality of the goods. They shall also not apply for claims based on damages arising from injury to life, body or health or from the breach of an essential contractual obligation, the fulfilment of which generally facilitates the proper performance of the contract and the observance of which the Contract Partner can typically expect to be able to rely on (cardinal duty) or for claims based on other damages that are based on an intentional or grossly negligent breach of duty by the user or its vicarious agents.

IX. Liability

1. Compensation claims against VALIRYO SL/VALIRYO GMBH, whatever the legal justification, are excluded. This shall not apply in the case of intentional or grossly negligent conduct on the part of
   VALIRYO SL/VALIRYO GMBH or its vicarious agents or the negligent breach of an essential contractual obligation by
   VALIRYO SL/VALIRYO GMBH or its vicarious agents. Essential contractual obligations are obligations that the customer may rely on being met and the fulfilment of which generally facilitates the proper performance of the contract. VALIRYO SL/VALIRYO GMBH liability for negligent breach of essential contractual obligations and for the gross negligence of our employees and vicarious agents is limited to typical and foreseeable damages.
2. The liability of VALIRYO SL/VALIRYO GMBH for a simple negligent injury to life, body or health remains unaffected by the above limitation of liability. This also applies to our liability under the product liability law.

X. Final Provision

1. If one or more provisions of these General Terms and Conditions of Business are invalid in full or in part, the validity of the remaining provisions shall remain unaffected.
2. Should discrepancies arise between the German and the English version of these General Terms and Conditions of Business, the German version shall prevail and be legally binding.
3. For sales relationships to VALIRYO S.L
   The law of Spain shall apply. The regulations of the UN sales
   law (CISG – Vienna Convention of 1980) shall not apply.
4. For sales relationships to VALIRYO GMBH
   The law of Federal Republic of Germany shall apply. The regulations of the UN sales law (CISG – Vienna Convention of 1980) shall not apply.
5. For all disputes arising from or in connection with the contractual relationship, provided the Contract Partner is a businessman or at the time of conclusion of contract or the filing of the claim has no general place of jurisdiction in Spain, the courts at the registered office of VALIRYO SL/VALIRYO GMBH shall have exclusive jurisdiction. VALIRYO SL/VALIRYO GMBH shall, however, be entitled at its discretion to bring a suit against the Contract Partner also at the latter’s general place of jurisdiction.

Pamplona / Lorsch, at 30th March 2019