1. General Conditions.

1.1 The sale and supply of the filters, equipment and systems (hereinafter the “Supply”) to be undertaken by Ventilación y Filtración S.L. (hereinafter the Vendor) will be determined by these General Sales Conditions, except with respect to that expressly agreed upon in a distinct manner in the relevant offer or the acceptance of the order and which constitutes the specific conditions of the latter. As such, any other conditions that have not been specifically accepted by the Vendor are of no value.

1.2 It will be considered that these General Conditions have been communicated to the Purchaser from the moment in which the latter is directed to the web page in which these conditions are displayed, or on having received an offer from the Vendor accompanied by these conditions.

Alternatively, the conditions will be deemed to have been communicated if the Purchaser received them previously, during the course of his commercial relationship with the Vendor; these being, in all those cases considered, to have been accepted by the Purchaser, to all effects, on processing his order.

2. Intellectual and Industrial Property.

The intellectual and/or industrial property of the offer, in all its terms and the information that accompanies it in addition to that of the equipment pertinent to the Supply and of those items, plans, drawings, software, etc. that are included, or that relate to the offer, belong to the Vendor or to his suppliers, and as such, their use by the Purchaser is expressly prohibited for any other purpose that does not involve the processing of the order, in addition to their total or partial copy or their transfer for use by third parties without having obtained previous written consent from the Vendor.

3. The Formalisation of Orders and Supply Scope.

3.1 The term ‘Supply’ refers solely to those filters and that equipment pertinent to the order, except in those cases where, in a Purchaser’s order accepted by the Vendor, documentation, information, support or additional services is/are explicitly included.

3.2 The weights, dimensions, capacities, technical specifications and configurations that refer to the Vendor’s products detailed in catalogues, leaflets, brochures and technical literature are general indications and are not binding, except in those cases in which the Vendor accepts a determined specification from the Purchaser, which must form part of those documents pertinent to the order.

4. Prices.

4.1 Supply prices are given in net value, without including VAT or any other tax, which may be applied later, to the invoice at the corresponding rates. Unless a provision to the contrary is stated in the order, or an agreement has been made in this respect between the Purchaser and the Vendor, which arises from their commercial relationship, the Supply prices do not include insurance policy charges. These prices are valid only with respect to the order of all those materials specified in the offer.

4.2 The prices detailed in the offer refer to the payment conditions specified in the offer. If these payment conditions are modified, the prices of the offer will be modified.

5. Payment Conditions.

5.1 The offer of the Vendor or, where an offer does not exist, the offer of the Purchaser, having been accepted by the Vendor, will include the Supply payment conditions. Furthermore, certain payment conditions that have been previously specified as part of an agreement on a continued commercial relationship between the Purchaser and the Vendor may be applied.

These payment conditions must comply with that established in Law 15/2010, of the 5th of July, on the modification of Law 3/2004, of the 29th of December, which establishes measures against payment defaults in commercial transactions, without exceeding, at any time, those maximum deadlines established by this law.

5.2-On no account may the payments be suspended or be subject to any type of compensation without the written approval of the Vendor.

5.3-Demands for financial guarantees: Any impairment of the financial references of the Purchaser will justify the demand for guarantees (bonds) or of payment in cash, before the orders received are duly executed.

5.4-Unless agreed otherwise, bills must be paid in full, by bank transfer, 30 days from the issue of the bill.

5.5 Payment will be made in accordance with the conditions agreed upon, to the Vendor’s bank account or by means of another agreed procedure. Payment will be made without any kind of deduction, e.g. deductions that have not been agreed on, discounts, expenses, taxes or rates or any other additional item.

5.6 If, for reasons not attributable to the Vendor, the delivery, assembly installation, or the reception of the Supply is delayed, the conditions and terms of payment established by contract will be maintained.

5.7 In the event of delays in payment by the Purchaser, the latter will be obliged to pay the Vendor, without legal proceedings of any kind, and from the maturity date of the payment, those default interests for late payment, which will be calculated in compliance with that established in Article 7 of Law 3/2004, of the 29th of December. The payment of these interests will not relieve the Purchaser from the obligation of undertaking the remaining payments in accordance with the established conditions.

5.8 If the Purchaser incurs delays with respect to the agreed payment schedule, the Vendor will be able to suspend, either provisionally or definitively, at his discretion, the delivery of the Supply or the undertaking of the services related to it, without this affecting his right to demand from the Purchaser those payments delayed and to demand from him, where applicable, additional compensation for the suspension of the Supply or agreed upon services.

5.9 The filing of a complaint by the Purchaser does not give him the right to suspend or to make deductions on any kind to the payments.

5.10 The filters and materials pertinent to the order will be supplied with the Vendor reserving the right to retain legal ownership until the all payment obligations have been met by the Purchaser, the latter being obliged to cooperate and adopt those measures necessary or convenient, in addition to those proposed by the Vendor to safeguard his ownership with respect to the abovementioned filters and materials.

5.11 Those orders totalling less than € 100 euros will be paid by means of bank transfer or in cash.

5.12 Sales conditions are deemed to be EXW Terrassa.

6. Delivery Terms and Conditions.

6.1 The delivery period refers to the material when installed in the location and conditions detailed in the accepted order. If the location is not specified in the order, the Supply delivery location will be interpreted as the Vendor’s factory or storage facilities. To ensure the fulfilment by the Vendor of the delivery terms, the Purchaser must have strictly followed the payment schedule, where applicable.

6.2 Delivery terms will be modified when:

a) The Purchaser fails to deliver the documentation required for undertaking the Supply on time.

b) The Purchaser requires modifications to be made to the order, which are accepted by the Vendor and which, in the opinion of the Vendor, require an extension of the delivery terms.

c) The undertaking of tasks by the Purchaser or his subcontractors is necessary for the supply procedure and these tasks have not been carried out in time.

d) The Purchaser has violated one of the contractual obligations of the order, especially that referring to payment.

e) For causes not directly attributable to the Vendor, i.e. delays occurring in production or in the availability of all or some of the elements of the Supply. By way of illustration, but not limited to the following causes of delay: strikes by suppliers, transport and service companies, floods, storms, strikes, stoppages by the Vendor’s staff or his subcontractors, sabotage, accidental stoppages in the Vendor’s workshops due to breakdowns, etc. and those causes of force majeure as established in current legislation and as detailed in Clause 11.

f) The Purchaser has unilaterally suspended the Supply pertinent to the order.

In the above cases, postponements of delivery terms will not involve any modification to the Supply payment schedule.

6.3 If a delay occurs in the delivery of the equipment and materials referred to in the order that is directly attributable to the Vendor, the Purchaser will be able to apply that penalty previously agreed upon with the Vendor, this penalty being the only action for compensation possible for reasons of delay. The amount of this penalty, on no account, may exceed 15% of the order total, not including taxes.

6.4 The Purchaser will have a period of 48 hours from the official confirmation of the order delivery date to cancel his order, if unwilling to accept the date established. After this period, the scheduled date will be considered to have been accepted by the Purchaser.

7. Packaging and Transport.

7.1 In accordance with Royal Decree 782/98, of the 30th of April, Article 18, and Law 11/1997, of the 24th of April, on Packaging and Packaging Waste, it is the responsibility of the Purchaser, as the final recipient of our packaging, to apply the appropriate environmental treatment to it (evaluation, reutilisation or recycling).

7.2 Unless agreed to beforehand with the Purchaser, transport, including loading and unloading, will be undertaken at the expense and risk of the Purchaser, and as such, the Vendor is not liable for any complaint or demand lodged with respect to damage or loss with respect to the Supply, as the Purchaser agrees to take on these risks.

7.3 If the equipment is ready for supply or alternatively, awaiting agreed testing procedures, and the Purchaser does not remove it or does not reach an agreement with the Vendor for it to be stored in his facilities in accordance with agreed conditions, all those expenses arising from storage, which will be evaluated at the Vendor’s discretion, will be borne by the Purchaser, who will also bear the costs for all those risks involved with respect to the stored material.

8. Inspection and Reception.

8.1 Once the Supply has been received, the Purchaser will verify its content within a 24-hour period after delivery in order to check for defects and/or faults that may be attributable to the Vendor. The Purchaser will, where applicable, notify the Vendor immediately of any defects and/or faults.

8.2 If the Supply contains defects and/or faults that are attributable to the Vendor, the latter will take those measures necessary for their elimination.

8.4 Unless delivery checks have been established in the conditions and on the dates agreed to by the Vendor and the Purchaser, in the manner detailed in Section 8.1, 24 hours after the Supply has been received by the Purchaser, without the Vendor having received written notification regarding defects or faults, the Supply will be considered to have been accepted, and the calculation of the guarantee period will begin from this moment.

9. Return of Goods. Complaints.

9.1 In no event will the Vendor accept the return of materials without a previous agreement to this respect with the Purchaser. A period of 24 hours is established from the delivery of the Supply to the Purchaser, for the latter to notify the Vendor of his intention to return the goods and his justification for doing so, and to agree with the Vendor, where applicable, on the procedure for the return. In all events, those complaints made by the Purchaser to the Vendor must be made in writing and in a verifiable manner.

9.2 Goods returns or deliveries to the Vendor’s facilities, whether for payment, replacement or repair, must always be prepaid.

9.3. If goods are returned due to an error in the order or other causes not attributable to the Vendor, a fee of 15% of the net value of the goods returned will be charged for revision and packaging costs.

9.4 The Vendor will not accept the return of materials that have been removed from their original packaging materials, used, assembled on/in other equipment or installations or dismantled by parties other than the Vendor.

9.5 Nor will the Vendor accept the return of products that have been designed or manufactured specifically for the order.

10. Guarantees.

10.1 Venfilter guarantees its products and services against any manufacturing or operational defect for a period of two years from the moment of their replacement. During this period any repairs, adjustments or replacements will be made at no expense to the client, provided that the problem has arisen as a result of defective material or in the process of delivery undertaken by Venfilter. The repair of damaged products or their replacement for other, new items will be undertaken at the discretion of Venfilter.

This guarantee does not cover damage caused by accidents, misuse, incorrect handling or unauthorised repairs, material that has been dropped, inadequately stored, damaged by water, or the application of inadequate safety methods.

This guarantee will not be applicable if the damage has been caused by inadequate installation, an incorrect flow or other causes beyond the control of Venfilter. Any other complaint of any other nature will not be covered by Venfilter. Venfilter may be held responsible under these guarantee conditions and only for those products sold by Venfilter, this does not cover any other materials or compensation for any other items. Venfilter reserves the right to change its designs or undertake improvements without being obliged to modify those products already manufactured. This document and all its clauses comprise the Venfilter guarantee, which is applicable to the whole of Spain and Portugal.

11. Force Majeure

11.1 The term Force Majeure covers any cause or circumstance beyond the reasonable control of the Vendor, including, but not limited to: strikes by suppliers, transport and service companies, problems in third party supplies, problems in transport systems, natural catastrophes, floods, storms, riots, strikes, labour conflicts, stoppages by the Vendor’s staff or his subcontractors, sabotage, acts, omissions or interventions of any kind by a government or government agency, accidental stoppages in the Vendor’s workshops due to breakdowns, etc. and other causes of force majeure covered by applicable legislation that directly or indirectly affect the activities of the Vendor.

11.2 When a cause of Force Majeure occurs, the Vendor will notify the Purchaser as soon as possible, detailing the cause and its foreseeable duration. He will also give notification of the cessation of the cause and determine the time required to fulfil those obligations suspended due to the latter. The occurrence of force majeure will give the Vendor the right to a reasonable extension of the delivery date.

12. Confidentiality

The parties must treat all those documents, data, materials and information supplied by one to the other in a confidential manner and not disclose this information to third parties, nor use it for any purpose other than for the fulfilment and undertaking of the Supply, unless otherwise indicated in writing by the other party.

The foregoing in no way prevents the Vendor providing the name of the Purchaser and the basic Supply data as part of his commercial references.

13. Termination

13.1 Either of the parties may immediately terminate the order by written notification to the other party, if the other party does not fulfil the order in a significant manner.

Non-fulfilment of the order will only be considered significant when the breaching party has been notified in writing beforehand and has not taken action to rectify the breach within a period of thirty (30) days after notification. The following are considered to be causes for termination:

- The dissolution and/or liquidation of any of the parties, except as part of merger operations undertaken within the group that each party belongs to.

-  The cessation of activity by either of the parties.

- Any other cause for termination that is expressly detailed in the other clauses of these conditions.

13.2 In the event of termination for any cause attributable to the Vendor, the Purchaser:

-  Will pay the Vendor the amount corresponding to the value of the filters and materials that have already been delivered, in accordance with those prices established in the order.

- Will have the right, but will not be obliged to, acquire the filters and materials pending delivery, and pay for them, once delivered and to subrogate those orders issued by the Vendor from his suppliers and/or subcontractors.

-  Will have the right to receive compensation for those damages and losses suffered as a consequence of the breach made by the Vendor, with those limits established in Clause 11 of these conditions.

13.3 In the event of termination for a cause attributable to the Purchaser, the Vendor will have the right to receive:

-  The amount corresponding to the value of the filters and materials already delivered in accordance with the prices established in the order.

- The amount for the equipment and materials pending delivery that the Vendor is obliged to receive from his subcontractors and/or suppliers, once they have been delivered to the Purchaser.

-  The amount pertaining to the cancellation of the orders issued by the Vendor to his suppliers and/or subcontractors when this cancellation is possible.

- Compensation for other damages and losses incurred as a consequence of the breach made by the Purchaser.

 In the event of termination due to Force Majeure, the Vendor will have the right to receive:

-  The amount corresponding to the value of the filters and materials already delivered in accordance with the prices established in the order.

14. Applicable Law. Submission to Jurisdiction and Legal Authority.