General Conditions of Sale

1. Validity and acceptance of these General Conditions of Sale

1.1 These General Conditions of Sale (GSC) will apply, in the absence of other specific conditions expressly agreed upon, to the offers and sales made by GRUPO TÉCNICO RIVI SL with intra-community VAT number ES- B50456243 and registered office at Polígono El Plano 107, 50.430, María de Huerva, Zaragoza, Spain (hereinafter, RIVI).

1.2 The placing or confirmation of an order to RIVI, the receipt of products sent by it, any advance payment made by the Client or the opening of a documentary credit for the amount of the offer or the part of the price pending payment, imply the express acceptance of these GSC, over which only the particular conditions individually agreed in writing between RIVI and the Client on a case-by-case basis will prevail.

1.3 The particular conditions agreed for a specific order will not bind RIVI in future orders.

2. Validity of the offers and perfection of the Sales Contract

2.1 Unless expressly indicated in each offer, RIVI's offer (the Offer) will have a validity period of thirty (30) days from its date, after which it will not bind RIVI. The client accepts that the amount or conditions of the Offer may be modified by circumstances revealed to RIVI after the date of the Offer or acceptance, such as, but not limited to, material errors, variation in the credit situation of the customer, price changes in raw materials or components supplied by third parties, etc.

2.2 The contract of sale (the Contract) will be completed on the date of receipt by RIVI of the Client's acceptance of its proforma invoice, or on the date on which RIVI confirms in writing an order from the Client.

2.3 Any response by the Client to the Offer that purports to be an acceptance and that contains additions, limitations or other modifications will be considered a rejection of the Offer and will constitute a counteroffer, which must be expressly accepted in writing by RIVI.

3. Object of the Contract

3.1 The object of the Contract is the sale by RIVI to the Client of the products and/or the provision of the services described in the Offer.

3.2 RIVI may reject any modification to the order requested by the Client after the Contract has been concluded.

4. Price

4.1 The price of the Contract is the one defined in the Offer (the Price) and will be understood to be expressed in Euros.

4.2 Only the equipment, systems, components, accessories, packaging and services specifically included in the Offer will be understood to be included in the Price.

4.3 Unless otherwise indicated in the Offer, the Price will be understood as FCA RIVI Facilities in María de Huerva, Zaragoza, Spain (Incoterms 2010) and does not include taxes (especially VAT), transportation costs, insurance or customs duties.

4.4 The modifications requested by the Client during the design of the project, its production or assembly, may imply an increase in the Price of the products or services offered and may also affect the delivery time.

4.5 Unless expressly stated otherwise in the Offer, the Price does not include:

The cost of obtaining technical certificates or documentation for customs clearance required by the authorities of the importing country;
The assembly, commissioning, supervision of the assembly or training of the Client's personnel at destination;
Extra costs derived from (not exhaustive):
- Restrictions on transport access to the agreed delivery location or blockages at said location;
- Delays in customs clearance in the importing country, whether or not RIVI is responsible for the clearance.

5. Payment method

5.1 Unless otherwise indicated in the Offer, the default payment method will be as follows:

Fifty percent advance payment (50%) as order confirmation, by bank transfer.
The remaining fifty percent (50%), upon notification of product availability at RIVI facilities, who will not deliver until the entire Price has been collected.

5.2 The Price must be paid to the bank account that RIVI designates in its invoices.

5.3 Payment to RIVI will be net of withholdings, fees, taxes or bank commissions.

5.4 When payment is agreed by documentary credit (L/C), it must be subject to the ICC UCP in force at all times. The Client will send RIVI a draft of the L/C before its final issuance by the issuing bank; Otherwise, it will bear any commission derived from a possible modification due to lack of conformity of the L/C with the Offer.

5.5 The delay in compliance by the Client with any of the payment milestones established in the Offer will constitute a serious breach of the Contract, without the need for any requirement or formality on the part of RIVI, who may, at its sole option, carry out one or several of the following actions: (i) require the Client to immediately pay the entire Price, regardless of the payment milestones established in the RIVI Offer; (ii) claim late payment interest from the Client on the amounts owed at the current legal interest rate of the European Central Bank, increased by two (2) points on the amount owed; (iii) paralyze and/or slow down the execution of the Contract or even urge its resolution in accordance with Clause 16a) below, claiming the damages that said non-compliance could cause to RIVI.

5.6 The Client may not withhold payment of the Price, nor offset it against any obligation that corresponds to RIVI under this Contract. Under no circumstances will RIVI accept charges from the Client that do not correspond to invoices previously accepted by RIVI in writing.

If, before paying the Price, the purchased product is subject to any seizure, the Client will be obliged to state in the seizure procedure that the goods are the property of RIVI and if, despite this statement, they are seized, it would facilitate the exercise by part of RIVI of the corresponding domain third party action, the expenses of which would be borne by the Client.

6. Payment guarantees

6.1 The failure of the Client to establish the guarantees for payment of the Price required in the Offer will constitute a serious breach of the Contract. In such case, RIVI may, at its sole option, carry out one or more of the actions established in Clause 5.5 above.

6.2 All costs and commissions of establishing guarantees for payment of the Price will be borne by the Client.

7. Orders

7.1 Orders will be transmitted to RIVI in writing, to the following email address: comercial@rivi.net RIVI will issue a proforma invoice that will be signed in acceptance and returned to RIVI. Orders will be deemed accepted in the manner expressed in clause 2.

7.2 As these are custom-made products, cancellation of orders will not be accepted when the manufacturing or material collection process has begun, nor after the products have been shipped. Cancellation in these cases will imply the Client's obligation to pay the Price in full and RIVI may retain the amount of any advance payment collected, without prejudice to any other compensation that may be claimed in the form of damages.

7.3 If the Client does not receive the ordered product, RIVI may store it at the Client's expense and risk, with the latter accepting the charge for storage of goods from the delivery date specified in the Offer.

8. Delivery

8.1 Unless the Offer indicates another Incoterm, deliveries will be made FCA RIVI establishment in María de Huerva, Zaragoza, Spain (Incoterms® 2010). If the Client is interested in another delivery method, they will inform RIVI at the time of placing the order so that it can send them a new offer.

8.2 The delivery period will be that indicated in the Offer and will begin counting from the day following the payment of the advance payment provided for in Clause 5.1a) or the day of notification of the opening of a documentary credit or any other payment guarantee. required by RIVI; When an export license is necessary for the export or dispatch of the product, the delivery period will not begin to count until it is notified. The delivery obligation will be deemed fulfilled when RIVI makes the Product available to the Client in accordance with the agreed Incoterm and not when the product is received at its final destination.

8.3 The risk of loss or damage to the product will be transferred to the Client at the time of delivery in accordance with the Incoterm included in the Offer.

8.4 The packaging of the products will be RIVI standard; When the Client requires special packaging, they will inform RIVI at the time of placing the order so that it can adjust its Offer.

8.5 RIVI will retain ownership of the products until full payment of the Price by the Client and may exercise third party ownership and other legal actions in defense of its rights, even in the event that the products are in the possession of a third party. The transformation or improvement of the Product over which RIVI has reservation of title does not grant its ownership to the Client. The transmission of Products subject to retention of title to third parties is prohibited.

8.6 The Customer accepts partial deliveries and transshipments, as well as independent billing of partial deliveries.

8.7 In all cases in which the Client contracts transportation, they will deliver to RIVI a copy of the transportation document stamped at destination, within thirty (30) days following dispatch; If you do not do so, RIVI will issue the invoice with VAT.

9. Delay in delivery

9.1 RIVI will inform the Client as soon as possible of any circumstance that is beyond its responsibility and prevents delivery within the agreed period, stating the reasons for the delay and agreeing with the Client on new delivery times, which will not entitle the Client to cancel the order.

9.2 In the event of a delay in delivery of more than two (2) weeks for reasons attributable to RIVI, not including in this case non-compliance by RIVI's suppliers (supply chain), the Client may demand a delay penalty of 0.5% of the Price for each full week of delay, up to a maximum of two percent (2%) of the Price. If the delay affects only part of the supply, the penalty will be calculated on the Price of the part not supplied. This penalty may be paid by compensation, at RIVI's option.

9.3 There will be no penalty for delay if the delay in delivery would not have caused damage to the Customer, or if it results from the circumstances that the damage has been considerably less than the amount of the penalty provided.

9.4 If the Client decides to cancel the order by terminating the Contract based on the delay due to causes attributable to RIVI, the compensation that may be claimed from RIVI will be equivalent to the proven damages, but may not exceed, in any case, 75% of the price. of the Contract, since the study, design and preparation of the project of each custom product, represent 25% of the price. The Client may not terminate the Contract alleging non-compliance by RIVI if it is not up to date with the payment of invoices issued by RIVI.

9.5 In no case will RIVI be responsible for delays in delivery due to causes attributable to the carrier, Customs or third parties, including any Administration on which the granting of an export license depends.

10. Assembly, commissioning, supervision and customer training

10.1 When the assembly and/or commissioning of the product by RIVI is expressly agreed upon, it will be stored at the Client's facilities in a closed and dry place, in its original, unopened packaging, until the arrival of RIVI personnel. . Outdoor storage is strictly prohibited.

10.2 RIVI will inform the Client in writing of the date of arrival at the destination facilities of the personnel in charge of the assembly. Once this personnel has moved to the assembly site, the days of delay or inaction due to causes not attributable to RIVI (including, but not limited to, delays in customs clearance, loss of goods, lack of licenses, lack or insufficiency of supplies or strikes) will be invoiced to the Client according to RIVI's current rate. When the assembly cannot be carried out within the agreed deadlines for reasons not attributable to RIVI, the Client may not delay payment based on the delay in assembly.

10.3 The price of the assembly service offered by RIVI is based on the assumption that the material has been received at the assembly site and that it is prepared, with no pending engineering or construction work and with all the necessary supplies. If not, the Client will assume both delays in delivery and an increase in the assembly price.

10.4 RIVI will provide the Client with basic training on the use and maintenance of the Products, during and after installation/commissioning or assembly supervision.

10.5 The price of assembly or assembly/commissioning supervision services does not include lifting and handling means, recycling and packaging waste management costs, or specific training certificates required by the Client's internal regulations, which will be the responsibility of the Client. the client's.

10.6 The Client will be solely responsible for compliance with local regulations on health and safety at work, relating to the provision of services included in the Offer.

11. Final assembly certificate

11.1 RIVI and the Client will jointly verify the conformity of the supply, assembly and/or commissioning with the specifications of the Offer; The Client will deliver to RIVI in that same act a list of pending tasks or adjustments, if applicable, which RIVI will carry out without delay. Once the adjustments have been made, or if no objections are raised, both Parties will sign the Certificate of Acceptance.

11.2 If, as a result of any non-conformity mentioned in the preceding paragraph, tests or analyzes are necessary, the cost will be paid by the Client.

11.3 If the verification procedure cannot be carried out within a maximum period of one month from the delivery date for reasons attributable to the Client, the Final Assembly Certificate of the products/installation will be automatically deemed issued on the date on which it is fulfilled. one month after the delivery date.

11.4 The product acceptance process will have an estimated duration of one (1) week and may not exceed three (3) weeks in any case.

11.5 The delivery by RIVI to the Client of the quality documentation will be conditional on the Client signing the Final Assembly Certificate.

12. Product warranty

12.1 Unless the offer indicates a different warranty period, RIVI guarantees the Client that its Products comply with the specifications contained in its Offer during the period of twelve (12) months from the date of the Final Assembly Certificate, provided that no more has elapsed. eighteen (18) months from the date of the last delivery; If the issuance of said Final Assembly Certificate does not proceed, the warranty period will be twelve (12) months from the date of the last delivery note (the “Guarantee Period”) and conditional on the fact that they have been handled, transported, , stored, maintained and used in accordance with the instructions contained in the Product Manuals. Consequently, RIVI assumes its responsibility only with respect to those non-conformities caused by actions or negligence committed prior to delivery of the products to the first carrier.

12.2 The Client expressly declares to know the products, their technical characteristics, uses and operation, as well as the specifications, which he accepts without reservation.

12.3 During the manufacturing process, the Client may request RIVI to carry out, at the Client's expense, any verifications, trials and tests it deems necessary to verify the adequacy of the products to the specifications of the Offer. The delivery date will be adapted proportionally to the time required to execute these tests, without delay in delivery being attributed to RIVI for this reason.

12.4 The Client will have seven (7) business days from receipt at destination to notify RIVI of any claim they may have due to manifest or apparent defects in the products, after which time they will not be able to claim for such reasons. Complaints about hidden defects must be made to RIVI in writing within a period of thirty (30) days following the date on which the Client detects the defect, and in any case always within the Guarantee Period.

12.5 In the event that the Client communicates any non-conformity to RIVI within the Guarantee Period, the following procedure will be applied:

The Client will formulate his claim in writing, identifying the product or component that is the subject of the claim, including a specific list of the alleged non-conformities, indicating the order number, delivery note number and date of the claim;
RIVI will have a period of five (5) business days to respond to the claim, informing the customer if it needs to receive the product or component whose non-conformity is alleged, or if it will send its Authorized Technical Service to the Customer's facilities, after which , will express its agreement or opposition to the claim;
If RIVI admits the claim, it will repair or replace, at its option, the non-conforming product or component at no additional cost to the Customer. The substitute components will have the same warranty period that remains on the replaced ones.
If RIVI does not accept the claim, it reserves the right to invoice the Client for the costs derived from the inspection according to its current rates.
RIVI will decide whether the repair is carried out at its facilities or at the Customer's. The transportation of the product to RIVI facilities or the expenses incurred by the travel of RIVI personnel to carry out the repair outside its facilities will be borne by the Client.
The lack of response by RIVI to the claim made by the Client will mean its rejection. If tests or analyzes are necessary to determine whether or not the Product complies with the specifications, the cost will be borne by the Client.

12.6 Under no circumstances will RIVI assume any responsibility if the non-conforming Product is manipulated, fixed or in any other way altered by a third party other than RIVI or its authorized After-Sales Service.

12.7 The guarantee provided for in the previous paragraphs refers to new products supplied by RIVI. In the case of services (technical assistance or repairs) provided by RIVI, the warranty will be three (3) months and will only cover the parts, components or subcomponents repaired or replaced, with the express exclusion of what is indicated in clause 13.1 l) and m ). Those services in which only labor is involved (technical assistance, start-up, assembly supervision, etc.) are excluded from the guarantee.

12.8 This warranty is in lieu of all other warranties or representations of conformity, express or implied. In the event of a claim under the guarantee, the only responsibility assumed by RIVI towards the Client is that indicated in this clause. Claims based on product liability will not be accepted by RIVI in situations different from those expressed in previous sections and are limited to the global amount of five hundred thousand (500,000.00) Euros for personal and material damage.

13. Limitations on warranty and liability

13.1 Without prejudice to the rest of the exclusions contained in the previous clause, the guarantee does not apply to non-conformities resulting, without limitation, from:

Defective storage by the Client after arrival at destination;
Defective assembly, when this was not carried out by RIVI;
Inadequate maintenance, including failure to replace damaged parts or carry out periodic inspections recommended by RIVI;
Damage caused as a result of the Customer's failure to comply with proper safety conditions during the handling and transportation of the products.
Product modifications or additions not authorized by RIVI;
Nonconformities and defects caused by actions or negligence committed after the Products were delivered to the first carrier;
Use of components, materials, parts or spare parts that have not been supplied by RIVI or without its prior authorization; or by use in environmental conditions different from those contemplated in the specifications.
Damage to materials or components that deteriorate due to normal use;
Use by the Client for applications or industrial processes other than those that have been communicated to RIVI as a basis for preparing the Offer and specifications;
Use of the products by the Client without complying with the operating manuals or specific instructions provided by RIVI;
Lost profits as a result of damage caused by the products, including, without limitation, the stoppage of production or loss of profits;
Gaskets, glass or plastic items, porcelain, rubber, paint, or electrical/electronic devices.
Leaks, understood as the total or partial loss of fluids in the system.
Claims of any type coming from the US or Canada.

13.2 The Client accepts that the maximum and cumulative liability of RIVI, for all concepts (including penalties for non-compliance) derived from the execution of this Contract will amount to the limit of the Contract Price.

13.3 The warranty for products or components not manufactured by RIVI will be that provided by their respective manufacturers.

13.4 In the event of an intervention in which unsealing and sealing is necessary, even if the latter is under warranty, the expenses invoiced by the services of the measuring instruments (SIM) or by any other control body will be borne by the Client.

14. Intellectual and industrial property

14.1 The Client accepts and guarantees that: (a) all intellectual and industrial property rights associated with the products correspond entirely to RIVI; and (b) that it will not infringe any intellectual or industrial property rights of RIVI.

14.2 Nothing in these GCS will be interpreted in the sense that they imply transmission, assignment, license, sublicense or right of use of any kind in favor of the Client, over the intellectual and industrial property rights of which RIVI is the owner.

15. Confidentiality

15.1 FOR THE PURPOSES OF THESE GTC, “CONFIDENTIAL INFORMATION” SHALL MEAN ANY:

Patent, trademark, technical or technological knowledge, including the technical solutions contained in RIVI's offers, experience, know-how, inventions, instructions, products and data on production, techniques, processes, methodologies, diagrams, designs, specifications, formulas, samples , programs, reports, works in progress and previous works carried out, developments, visual demonstrations, concepts and any related information that belongs to RIVI;
Financial, business, commercial, sales, computer data or any other information related to RIVI's business activity;
Any other information disclosed at any time by RIVI, regardless of the medium on which it is found and marked as Confidential Information or which, even if not so, may be considered Confidential Information in view of the circumstances;
Regardless of the medium in which it is found, either disclosed directly by RIVI to the Client, or to which the Client has had access indirectly through servers, platforms or developments and that are not generally accessible to the public.

15.2 THE CUSTOMER AGREES TO MAINTAIN THE CONFIDENTIAL INFORMATION PROVIDED BY RIVI IN THE Strict CONFIDENTIALITY for the fulfillment of the obligations arising from their contractual relationship, and not to use it for their own benefit or transfer it to third parties without the prior written consent of RIVI.

15.3 The Client expressly accepts that the technical solutions contained in the Offers are Confidential Information of RIVI, agreeing not to use them except within the framework of the Contract and not to transfer them to third parties.

15.4 Unless expressly rejected in writing by the Client, the Client authorizes RIVI to mention on its website, presentations or catalogues, THE NAME AND LOGOS OF THE CLIENT AND THE PROJECT CARRIED OUT FOR IT, AS WELL AS TO PUBLISH PHOTOGRAPHS OF SAID PROJECT.

16. Causes for resolution

16.1 The Contract may be terminated by written notice with immediate effect, in the event of serious breach by any of the Parties of their obligations, unless the Contract provides for another specific consequence. Without being exhaustive, the following will be considered serious breaches, which will entitle RIVI to request resolution:

The delay of more than 30 days in the agreed payment date of any invoice issued by RIVI within the framework of the Contract;
The lack of constitution by the Client of the guarantees of payment of the Price required in the Offer;
The suspension of the execution of the Contract for a period of more than sixty (60) calendar days for reasons beyond the control of RIVI, including cases of force majeure.

17. Force majeure

17.1 Neither RIVI nor the Customer shall be liable for any failure to perform or delay caused by circumstances beyond reasonable control or which make performance commercially impracticable, including, without LIMITATION, fire, storm, flood, earthquake, explosion, accidents, terrorist actions, insurrections, riots, civil disorders, strikes and other labor disputes, sabotage, epidemics, quarantines or others of the same nature, judicial or administrative actions, including customs controls and other external circumstances, such as trade embargoes or bankruptcy of transport companies or suppliers. In case of delay caused by force majeure, the delivery and payment dates will be suitably adapted.

18. Non-assignment

18.1 Neither RIVI nor the Client may assign their contractual position, nor any of their rights and obligations under the Contract, without the prior written consent of the other party.

19. Independent Contractors

19.1 RIVI and the Client are legally independent companies and recognize that the Contract does not create any type of employment, corporate, agency or franchise relationship, in fact or law between them, and neither of them may act as a representative or bind the other in any way.

20. Applicable law and dispute resolution

20.1 These GCS and the Contract will be governed, both in their interpretation and in their execution, by Spanish law.

20.2 In the event of a dispute resulting from the interpretation or execution of these GSC or the Contract, the parties, expressly waiving any other jurisdiction that may correspond to them, agree to submit it for final resolution to the Arbitration of the International Court of Arbitration of the Chamber of Commerce. International in the case of international sales, or the Spanish Court of Arbitration in the case of national sales, which, as appropriate, will be responsible for its administration and for appointing an arbitrator in accordance with its procedural regulations. The arbitration will be held in Paris or Zaragoza, as the case may be, and the language of the arbitration will be that in which the negotiation has been carried out between the parties, who expressly accept in advance compliance with the arbitration award that falls. The costs of the arbitration will be borne by the Party whose claims are rejected.