General Terms of Sale

General Terms and Conditions of Sale S.A. SULQUISA, Unipersonal


I. Purpose

These General Terms and Conditions of Sale (“GTCS”) shall apply to all quotations submitted by S.A. Sulquisa, Unipersonal
(“Sulquisa”), to all purchase orders received by Sulquisa and to all goods (“Goods”) supplied by Sulquisa. It shall be
understood that these GTCS have been notified to the buyer (“Buyer”) as soon as it is informed of the website to which
they are incorporated, or if the Buyer previously received them in the course of its commercial relationship with Sulquisa,
whichever occurs first. The invalidity of any of any of the provisions set forth in these CTCS hall not affect the remaining
provisions which shall remain in full force and effect.

II. Formation and Modification

The delivery of the Goods by Sulquisa to the Buyer shall be governed by the Sulquisa’s quotation, the purchase order or
the acceptation of the Buyer’s to the Sulquisa’s offer and these GTCS and all of them shall be binding between the Parties
shall constitute an agreement (“Agreement”). In the event of conflict these GTCS shall prevail unless any specification or
terms set forth in each offer or acceptance of each purchase order. The Buyer’s purchase orders shall become binding on
Sulquisa upon receipt by the Buyer of the Sulquisa’s written order acknowledgment, delivery note or another expressly
acknowledgment. Sulquisa shall not be deemed to have in any way enlarged or modified its liabilities or obligations under
the Agreement by filling such order or by failing to further object to the Buyer’s terms or conditions. The acknowledgment
of a purchase order by Sulquisa or not issuing any objection by its part to the conditions of the Buyer does not imply in
any case its acceptance by Sulquisa. The present GTCS shall prevail over any general purchase’s conditions, if any. Sulquisa
is willing to negotiate written changes to these GTCS, but reserves the right to make an adjustment in the price of the
Goods. No modifications, limitations, waivers or discharge of the Agreement or any of its terms shall bind Sulquisa unless
in writing and signed by the Sulquisa’s authorized employee. A course of performance, course of dealing, or customs in
the trade shall not constitute a modification or waiver by Sulquisa of any right.

III. Prices and Payments

Unless otherwise agreed by the parties all prices are in EURO and shall be net and deemed exclusive of VAT and any other
taxes, levies, fiscal charges, duties or any other fees whatsoever levied on the supply. The price of the Goods shall only
include the scope of supply set forth in the offer and/or the acceptance of the purchase order. No deductions such as
withholdings or discounts shall be allowed. Handing in of bills of exchange shall require the consent of the Sulquisa and
shall not constitute payment. Discount, bill tax, bill charges and similar charges shall be borne by the Buyer. The weight
of the Goods on which the invoiced amount is to be calculated shall be ascertained in the dispatch department of the
Supplier’s plant from which the Goods are supplied. Without prejudice to the right of the Sulquisa to payment in
accordance with the terms of payment hereunder, Sulquisa shall be entitled, while reserving the right to claim further
damages for delay and to terminate the Agreement without any liability, to charge interest at a rate of 10% as prevailing
from time to time, on any sum outstanding after the date of payment. Payment shall be made by bank transfer within 30
days of the invoice date. The invoice date shall be the date the Goods are dispatched from the Sulquisa’s factory. Payment
shall not be deemed to have been made until the amount concerned is unconditionally available to the Sulquisa on one
of the Sulquisa’s accounts. Sulquisa reserves the right to use payment for settlement of any due payment plus any cost
and default interest accrued thereon in the following order: cost, interest, principal amount. The Buyer shall not set-off
any claims or debts, unless they are due, liquid, payable and recognized in an enforceable document or court decision,
neither exercise any withholding right, unless it is foreseen in the Agreement. Breach by the Buyer of any payment
obligation, as well as its insolvency shall entitle Sulquisa to suspend or terminate Agreement and to declare the entire
debt as overdue in advance, demanding its immediate payment (including any amounts not due yet), charging for any
works performed, expenses incurred and damages suffered, and withholding in its favor any sums received, with the
Buyer having no right to indemnification. If it has been agreed upon that customs and import charges of the country of
destination shall be borne by Sulquisa, any increase in such charges generated between the acceptation of the purchase
order and the delivery of the Goods shall be borne by the Buyer.

IV. Delivery

The time of delivery shall be as specified in the offer and/or the acceptance of the purchase order. Sulquisa reserves the
right to choose how and by what route the Goods are to be shipped. If the Buyer has special needs in either of these
conditions, it shall bear any additional expenses thus incurred. Any costs arising out of the delay in the Goods’ unloading
GTCS Sulquisa Version 1st April 2021
point for reasons attributable to the Buyer shall be borne by the Buyer. Unless carriage free delivery has been agreed
upon, the Buyer shall bear any increases in freight rates occurring after the conclusion of the Agreement and any
additional charges for rerouting of the Goods, storage of the Goods, etc. Irrespective of which Incoterm is chosen as
applicable, unloading at site is never part of Sulquisa’s scope of supply. In the event that the Goods could not be delivered
at their due dates for reasons not to attributable to Sulquisa’s liability when ready for dispatch and delivery and after the
announcement to be placed at Buyer’s disposal such supply will be placed to storage and after a period of grace of seven
days, the Buyer will pay storage expenses, including storage at the factory where manufactured. Goods shall be prepared
and packed in accordance with the Sulquisa’s standard commercial practice unless otherwise provided in the accepted
purchase order. The Buyer shall discharge to Sulquisa from any damage the Goods may suffer or have suffered if the
packaging had been prepared following the Buyer’s instructions. Sulquisa shall invoice any amounts otherwise payable
to Sulquisa upon delivery and all storage expenses incurred, and delivery shall be deemed to have taken place for the
purposes of having the right to collect the price and the beginning of the guarantee period. All risk of loss or damage
during storage shall be for the Buyer. Whenever by contractual agreement delivery must be made at a place designated
by the Buyer, the Buyer must ensure at all times that there is a good and constant access to such place by suitable roads
for the required transportation, considering the projected size, weight and other characteristics of the supply. In case
that the Buyer fails to do so, delivery shall be deemed to have taken place at the moment when Sulquisa announces
disposability for dispatch and delivery, and Buyer shall have to assume and afford any and all extraordinary measures
necessary to make the supply reach its final destination.

V. Force majeure

For the purposes hereof, force majeure shall be deemed to as, without limitation, a strike, lock-out, work stoppage or
any other industrial action, labour dispute or union disturbance by a third party, or by employees of the affected party;
breakdown or failure of transportation, manufacturing, distribution, storage of processing facilities, failure or
interference with the manufacture, receiving, handling, delivery or consumption of the good or service covered thereby,
inability to obtain raw materials, chemicals, catalysts, fuel, power, labour, containers or transportation facilities; act of
war (whether declared or undeclared), invasion, armed conflict, or act of foreign enemy, blockade, embargo, revolution,
riot, insurrection, civil commotion, sabotage, terrorism or the threat of sabotage or terrorism; any act of state or other
exercise of sovereign, judicial or executive prerogative by any governmental entity, act of God, epidemic, plague,
explosion, chemical or radioactive contamination or ionising radiation, lightning, earthquake, tempest, flooding, fire,
cyclone, hurricane, typhoon, storm and other unusual and extreme adverse weather or environmental conditions; or
other circumstances which is beyond the reasonable control of the party affected by such event or which could not have
been prevented by such party. An event of force majeure shall release the affected party from its obligations under the
Agreement for as long as and to the extent to which the event of force majeure impedes or prevents the performance of
this Agreement in whole or in part. Either Party shall be entitled to terminate the Agreement by notice in writing to the
other Party if the event of force majeure continues for more than three months without any liability. In the event of the
Sulquisa’s source of supply being wholly or partly unable to supply, Sulquisa shall not be bound to buy from other
subsuppliers, and it shall have the right to distribute the available quantities among his customers while at the same time
taking into account its captive requirements.

VI. Retention of title

The Goods shall remain the property of Sulquisa until having received the full and definite payment of its contractual
price in accordance with the agreed payment terms. The Buyer shall be obliged to diligently safeguard the Goods supplied
until the passing of title, bearing the risk of any loss or damage thereto following delivery. Any used packaging material
and their relevant environmental management, are the Buyer’s property and responsibility. The Buyer shall provide
proper environmental treatment of the foregoing and no return will be accepted.

VII. Limitation of liability

Sulquisa shall hold Buyer and third parties harmless from the direct damages suffered as a result of the infringement by
Sulquisa of its contractual obligations, due to defects in the Goods or acts or due to acts or omissions of its employees,
subAgreementors and other individuals for whom it is legally liable, up to a maximum aggregate liability cap or amount
payable for all claims of any kind, including liquidated damages and remedial warranty efforts such as repair or
replacement pursuant to the warranties given to the Buyer, of one hundred percent (100%) of the total purchase price
allocable to the Good giving rise to the claim. Under no circumstances shall Sulquisa be liable for any kind of indirect,
consequential, incidental, punitive, special or exemplary damage or loss suffered by Buyer or third parties, including but
not limited to loss of production, income, revenue or profit (lucrum cessans), loss of performance or availability, costs of
replacements with substitute goods, downtime or waiting costs, costs of labour, investment or capital, and any other
financial costs, third party claims, etc. Sulquisa shall be notified of any existing damage as soon as it occurs.

VIII. Warranty

Sulquisa warrants that the Goods supplied under this Agreement shall at the time of its delivery conform with the
Sulquisa’s specification and with the Goods’ analysis certifications attached to the relevant supplied Good. Sulquisa shall
only keep samples of the Good in accordance with the provisions of its quality manual. The warranty period of the Goods
shall be 15 days after its delivery. By virtue of this warranty, Sulquisa undertakes, at its discretion, to reduce the price, to
replace the defective Goods, to take the defective Goods back and refund their purchase price. Any defects claimed must
be notified immediately in writing by Buyer to Sulquisa as soon as they have arisen and no later than 15 days after its
delivery, exhaustively stating the nature of such defects, providing Sulquisa with any samples, sales receipt, invoices and
marking of packages if any. The warranty shall only be valid and effective if transport, storage and processing of the Good
have been carried out by Buyer in accordance with the instruction manuals provided by Sulquisa as applicable. The
defective Goods shall not be returned without the Sulquisa’s express consent. The warranty shall not apply in case of
inadequate use or when the defects resulting from of accidents, Force Majeure or from negligence or lack of competence
of the Buyer’s staff. The warranty does not cover any direct nor indirect loss and damage, whether personal or material,
it is the only enforceable warranty given to the Buyer, and it excludes any other conditions or warranties not expressly
acknowledged by Sulquisa whether express, implicit or legal. Sulquisa makes no warranties, express or implied, and
specifically disclaims any warranty of merchantability or fitness for a particular purpose.

IX. Trademarks

The Buyer shall not have the right to refer to the Sulquisa’s Goods when offering or supplying substitute Goods to third
parties or, in price lists or similar business communications, to use the word “substitute” in conjunction with the Sulquisa’s
protected or unprotected product designations or list these designations together with any designations for substitute
Goods. When using the Supplier’s Goods for manufacturing purposes or when processing them into new Goods, the Buyer
shall not have the right, without the Sulquisa’s prior written consent, to use the Sulquisa’s product designations, especially
his trademarks, on the resulting Goods or on the packaging therefor or in any relevant printed matter or advertising
literature, particularly by mentioning the Sulquisa’s Goods as components of his own Goods. The supply of goods under
a trademark shall not be deemed agreement to the use of this trademark for the Goods manufactured therefrom.

X. Order Cancellation

The Buyer may not cancel, in whole or in part, its purchase order for the Goods after its delivery to Sulquisa. Any
cancellation of the purchase order by the Buyer shall obligate to the Buyer to pay immediately to Sulquisa 100% of the
price of the cancelled purchase order.

XI. Confidentiality

Any information to which the parties have access as a result of the Agreement, including the terms and conditions of the
same, shall be considered as confidential information unless it belongs to the public domain, and shall not be disclosed
to third parties, nor used directly or indirectly for purposes other than those provided for in the Agreement. This
obligation bounds any employees of the parties, who shall only receive the information that is strictly required for the
performance of their duties, with the Buyer ensuring at all times that confidentiality is maintained. The confidentiality
obligation shall remain in force for at least two years following the full payment of the supplied Goods.

XII. Anticipatory breach

Any unexpected events such as cases of Force Majeure, changes in the economical or financial circumstances or in the
scope of the mutual obligations of the parties that significantly affect the tasks to be performed, etc., shall entitle Sulquisa
to withdraw from the Agreement totally or partially with a mere notification in writing and without any liability arising

XIII. Personal data protection

Under article 13 of Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016, on the
protection of natural persons with regard to the processing of personal data and on the free movement of such data and
with the Law 3/2018 on the Protection of Personal Data and digital rights management, December 5th : (a) the personal
data of the Parties acquired during negotiation, execution or performance of the Agreement shall be processed by the
Parties (as data controllers) for the purposes relating the performance of the Agreement or for compliance with legal
requirements, legitimized by the execution of the Agreement; (b) the Parties will keep the personal data during the time
necessary to comply with legal obligations, (c) the Parties’ data shall be disclosed only to consultants or affiliates of the
Parties or to persons appointed to process the relevant data for the purposes set out in paragraph (a) and shall not
otherwise be disclosed or divulged to third parties, (e) in relation to the processing of the Parties’ Data the Parties may
exercise the rights of access, rectification, objection, erasure, restriction of processing, and data portability through the

XIV. Applicable law and resolution of disputes

The Agreement shall be interpreted exclusively according to the laws of Spain to the exclusion of any other legal system
or conflict of law rules. 1980 UN Convention on Agreements for the International Sale of Goods shall not apply. All
disputes arising in connection with the interpretation and enforcement of the Agreement, or any other legal relationship
with the Buyer which cannot be resolved amicably despite having exercised all reasonable efforts, shall be resolved by
the sole competent Courts of Bilbao (Basque Country, Spain) to the exclusion of any other jurisdiction.