1. General

1.1 The sales and supplies of electrical equipment and materials (hereinafter, the Supplies) to be made by CityVitae, LTD (hereinafter, the Seller) shall be governed by these General Conditions of Sale. (Hereinafter the Seller) shall be governed by these General Conditions of Sale, except in all that is expressly agreed otherwise in the contractual document and which constitutes the particular conditions of the same. Therefore, any other conditions which have not been expressly accepted by the Seller are invalid for all purposes.

1.2 These General Conditions shall be deemed to have been communicated to the Buyer as soon as the Buyer is informed of the web page on which these General Conditions are to be found or receives an offer from the Seller accompanied by these Conditions. Alternatively, they shall be deemed to have been communicated if the Buyer has previously received them in the course of his business relationship with the Seller; in all these cases they shall be deemed to have been accepted by the Buyer, to all intents and purposes, when placing the order.

2. Purpose and scope of offers

2.1 Unless a specific offer is made by the Seller, the applicable prices are those appearing in the Seller’s price list in force on the date on which the order is placed. Where the Seller has issued an offer, the prices and conditions of such offer shall relate exclusively to the products (specifications and quantities) specified therein and shall be valid for one month, unless otherwise stipulated.

2.2 The Seller reserves the right to make any changes at any time, in particular with regard to the format, shape, color, dimensions or materials, of the products, representations, descriptions and specifications presented in its catalogues or brochures

3. Confirmation of the sale

Acceptance by the Buyer of an offer from the Seller shall in all cases take the form of an order from the Buyer and the conditions described in this document shall apply.

4. Ordering and scope of supply

4.1 The scope of supply shall be clearly specified in the Buyer’s order. The order shall not be deemed effective without the Seller’s acceptance. Non-receipt by the Buyer of a notification of acceptance or rejection of the Seller’s order does not imply acceptance of the same.

4.2 The Supply includes only the equipment and materials which are the subject of the order, with the exception of those cases in which, in the Buyer’s order which has been accepted by the Seller, any additional documentation, report, support or service is explicitly included.

5. Prices

5.1 The prices of the Supply are net, exclusive of any taxes, duties or levies, which shall be subsequently passed on in the invoice at the corresponding rates. Unless otherwise stipulated in the order accepted by the Vendor, the Vendor shall include in the price of the Supply the ordinary packaging used by the Vendor, excluding any other packaging, and they shall be deemed to be ex works of the Vendor.

5.2 The products that are the subject of an order travel at the Buyer’s risk and expense and, in the event of the Seller dispatching them, he shall do so carriage forward. The Seller may establish agreements, conditions or proposals on the basis of which it may be responsible for the transport and insurance of the delivery. In such cases, the Seller reserves the right to choose the means and company of transport and insurance.

5.3 The prices stated in the offer shall be understood to be for the payment terms specified in the offer. If these payment conditions change, the prices in the offer will be revised.

5.4 The price rates may be changed at any time, in which case fifteen days’ notice will be given.

6. Terms of payment

6.1 The Buyer’s order shall include the terms of payment for the Supply. Payment terms previously specified within the framework of an ongoing business relationship agreement between the Buyer and the Vendor may also be used. Said payment terms shall comply with the provisions of Law establishing measures to combat late payment in commercial transactions, without in any case exceeding the maximum periods established therein. In any case, the payment conditions will always remain within the current legal framework.

6.2 Payment shall be made under the agreed conditions, to the Seller’s bank account or by any other agreed procedure. Payment shall be made without any deductions such as non-agreed deductions, discounts, expenses, taxes or fees, or any other deductions.

6.3 In the event of late payment by the Buyer, the Buyer shall pay to the Seller, without demand and from the due date of payment, default interest on the delayed payment, which shall be calculated in accordance with the provisions of Law. The payment of this interest shall not release the Buyer from the obligation to make the remaining payments under the agreed conditions.

6.4 In the event of the Buyer incurring delays in the agreed payments, the Vendor may temporarily or definitively suspend, at his choice, the delivery of the Supply or the execution of the services associated with the same, without prejudice to requiring the Buyer to make the delayed payments and to claim from him, where appropriate, additional compensation for this suspension of the Supply or execution of the agreed services.

6.5 The non-payment of an instalment on the due date shall automatically cause all amounts owed by the defaulting Buyer to become due and payable, regardless of the form in which the payment had been instrumented (bills of exchange, promissory notes or other). Likewise, the Seller reserves the right to suspend the execution of its own obligations until the complete payment of the amounts due and to demand the compensation of costs foreseen in the Law.

6.6 The equipment and materials which are the object of the order will be supplied under retention of title in favor of the Seller, until the complete fulfilment of the payment obligations of the Buyer, the latter being obliged to cooperate and adopt as many measures as are necessary or convenient and those proposed by the Seller to safeguard its ownership of the said equipment and materials.

6.7 When due periods coincide with holiday periods, delays in payments on the part of the Seller will not be accepted, nor will deferrals or circulars which avoid them be admitted. Likewise, any similar content within the conditions of the order, specified by the Buyer, will not be admitted.

7. Delivery terms and conditions

7.1 The delivery period is understood to be for material placed in the position and conditions indicated in the accepted order. In the event of the delivery position not being specified therein, the Supply shall be deemed to be placed at the Seller’s factory or warehouses. In order for the delivery period to bind the Seller, the Buyer must have strictly complied with the payment schedule, if applicable.

7.2 The deadlines are subject to the availability of equipment and materials, and to any other existing circumstances which may have an influence, at the time of receipt of the firm order by the Seller issued by the Buyer. Any subsequent extension or modification of the order will convert the order into a new order, restarting all the processes and revising all the conditions and deadlines.

8. Reception

8.1 Once the Supply has been received, the Buyer shall check the contents of the same within a period of no more than 15 days from its receipt, in order to verify any possible defects and/or faults that may be attributable to the Vendor, communicating, where appropriate, immediately and in writing to the Vendor the existence of these defects and/or faults.

8.2 Once 15 days have elapsed since receipt of the Supply by the Buyer without the Vendor having received written notification of any possible defects or faults, the Supply shall be deemed to have been accepted.

9. Return of materials. Complaints

9.1 Where the causes of a return of material are not attributable to the Seller, the provisions of the following paragraphs of this section 9 shall always be considered.

9.2 There must be a prior agreement between the Seller and the Buyer for any return of material. The existence of such an agreement shall be evidenced by the corresponding “Return Material Authorisation” (RMA) document, which shall be issued in accordance with the procedure established by the Seller.

9.3 The Buyer has a period of one month from the purchase and receipt of a material to request a return authorization.

9.4 In the event that the Buyer stocks CityVitae material, there must be a stocking agreement between the Seller and the Buyer which clearly specifies the maximum period from purchase for the acceptance of a return, this period shall in no case exceed nine months. In the absence of such an agreement, the period shall be one month.

9.5 The Buyer shall provide the information requested by the Seller concerning the material being returned, its purchase and the reason for the return.

9.6 The Buyer accepts its participation in the costs of checking and conditioning the returned material, which shall be at least 15% of the amount payable. Once the returned material has been received at CityVitae, the Seller shall analyze its condition and inform the Buyer of the final depreciation percentage, as well as any other condition affecting the said return. The return shall not be considered authorized until acceptance of the final conditions by the Buyer.

9.7 Returns shall always be made at the Buyer’s expense.

9.8 The Seller will not accept returns of materials declared as obsolete, discontinued, used or installed, or subjected to disassembly or other manipulations that prevent offering guarantees of their normal use.

9.9 The Seller will not accept returns of materials which have been designed or manufactured specifically for the Buyer.

9.10 No return will be accepted and no credit will be given for any material which has not been purchased directly by the Buyer from the Seller. In order to guarantee this point, the Buyer shall always provide the invoice information corresponding to the sale. The Buyer shall determine the traceability of the material in question with the said invoice.

9.11 For any returns for which the Seller is responsible, the Seller will proceed in accordance with the applicable legal framework in force. In any case, the Buyer undertakes to communicate the incident to the Seller following the established procedure, which includes obtaining the corresponding “Return Authorization” (RMA), in order to guarantee a rapid and efficient solution.

10. Guarantees

10. 1 The Seller guarantees the products supplied by him with regard to defects in materials, manufacture or assembly for a period of two years from the date of reception, whether this is explicit (passing reception tests agreed between the Seller and the Buyer and sending written acceptance of the Supply), or tacit (15 days after shipment to the Buyer without written communication to the Seller indicating any non-conformity), agreed between the Vendor and Buyer and sending of written acceptance of the Supply), or tacit (15 days after dispatch to the Buyer without written communication to the Vendor indicating any non-conformity), or 18 months from the date on which notification is given that the Supply is available for dispatch, whichever occurs first.

10.2 The guarantee expressed in section 8.1 consists of the repair, in the Vendor’s workshops, or the replacement supply of the elements that have been recognized as defective, either due to defects in the material or due to manufacturing or assembly defects.

10.3 The repair or replacement of a defective element of the Supply does not change the starting date of the guarantee period of the Supply as a whole, which shall be that indicated in section 8.1. However, the item repaired or replaced shall be covered by a two-year guarantee as from its repair or replacement.

10.4 Excluded from the guarantee are damages or defects due to normal wear and tear due to use of the equipment. Further excluded from the guarantee, which shall also be deemed to have expired, shall be damage and defects arising from improper maintenance or upkeep, incorrect or negligent storage or handling, abusive use, faulty assembly, variations in the quality of the Electrical Supply, modifications made to the Supply without the Seller’s approval and in general any cause for which the Seller is not responsible.

11. Limitation of Liability

The liability of the Seller, its agents, employees, subcontractors and suppliers for claims arising out of the performance or non-performance of its contractual obligations shall not exceed in the aggregate the basic contract price and shall in no event include damages arising from loss of profits, loss of revenue, production or use, capital costs, downtime costs, delays and claims of the Buyer’s customers, loss of anticipated savings, or any other special, indirect or consequential damages.

The limitation of liability contained in this clause shall prevail over any limitation contained in any other contractual document which is contradictory or inconsistent with this clause, unless such provision would further restrict the Seller’s liability.

12. Export Limitation

The Buyer acknowledges that the goods supplied by the Seller may be subject to local or international provisions and regulations relating to export control and that, without export or re-export authorizations from the competent authorities, the supplies may not be sold, leased or transferred or used for any purpose other than as agreed. The Buyer is responsible for complying with such provisions and regulations.

13. Applicable Law. Submission to Jurisdiction and Competence

These conditions shall be governed by and construed in accordance with the laws of Florida. The parties expressly waive any other jurisdiction that may be applicable to them and submit to the jurisdiction and competence of the Courts and Tribunals of Florida.

14. Force Majeure

14.1 In the event that the Seller is prevented, in whole or in part, from performing its contractual obligations due to Force Majeure, the performance of the obligation(s) affected shall be suspended, without any liability whatsoever on the part of the Seller.

14.2 Force Majeure shall mean any cause or circumstance beyond the reasonable control of the Seller, including but not limited to, strikes of suppliers, transport and services, failures in the supplies of third parties, failures in the transport systems, natural catastrophes, temporary floods, riots, strikes, labour conflicts, stoppages of the Seller’s personnel or its subcontractors, sabotage, acts, omissions or interventions of any type of government or agency thereof and other causes of force majeure contemplated in the legislation in force directly or indirectly affecting the activities of the Seller.

14.3 When a cause of Force Majeure arises, the Seller will inform the Buyer as soon as possible, stating said cause and its foreseeable duration. Likewise, it will communicate the cessation of the cause, specifying the time in which it will comply with the obligation/s suspended due to the same. The occurrence of a force majeure event will entitle the Seller to a reasonable extension of the delivery period.

15. Confidentiality

The Parties shall treat all documents, data, materials and information provided by one of them to the other as confidential and shall not disclose them to any third party, nor use them for any purpose other than the performance and development of the Supply, unless the prior written consent of the other Party has been obtained.

The foregoing shall not prevent the Seller from providing the name of the Buyer and the basic data of the Supply as part of his commercial references.

16. Termination

16.1 Either Party may immediately terminate the order by notice in writing to the other Party if the other Party is in material breach of the order.

No breach of an order shall be deemed to be material unless the Party in breach has been notified in advance in writing and has failed to remedy the breach within thirty (30) days of notice.

In addition, the following shall be grounds for termination:

– the dissolution and/or liquidation or declaration of bankruptcy of any of the Parties, except in the context of merger operations carried out within the Group to which each Party belongs.

– the cessation of business of any of the Parties.

– the persistence of an event of Force Majeure for more than three months from the date of receipt by one of the Parties to the other.

– any other cause for termination expressly stated in other Clauses of these Conditions.