General Terms and Conditions of Sale (GTCS) - Metal Railing Maintenance Work

1. Subject of the Contract

The purpose of these general conditions is to define the terms under which the Company undertakes to perform maintenance work on a metal railing for the Client, according to the signed quote. They are inseparable from the quote or the Contract, and their application is a decisive condition of the offer. Any order implies the full acceptance of these General Conditions by the Client. They prevail over all purchasing conditions and all previously agreed-upon agreements, which they supersede. No deviation can be made except by express written agreement.

2. Quote and Acceptance

The quote provided to the Client is valid for **30 days** from its date of issue. Acceptance of the quote constitutes a firm and definitive commitment. Any modification must be the subject of a written amendment accepted by both Parties. The quote is firm for the validity period specified therein. Without a response after this period, it is considered void by right, except in the case of new information coming to the Company's attention or following a joint agreement between the Client and the Company. The Contract comes into force upon its signature by the Parties. In the absence of express acceptance of the Contract by the Client and in cases of exceptional and urgent circumstances, acceptance may result from the execution of the Contract after written agreement transmitted by the Client, by regular mail, email, or written conversation via mobile phone +34 604 490 969.

3. Nature of the Work

The maintenance work may include (non-exhaustive list), depending on the quote:

• Anti-rust treatment,
• Application of new paint or varnish,
• Application of any other products necessary for the proper completion of the work,
• Simple and/or high-pressure cleaning.

It is entirely up to the Company to use the necessary products based on the observed maintenance need and the flat-rate formula chosen by the Client. The Company undertakes to perform the Services and/or Work expressly stipulated in the Contract. All additional Services and Work or modifications to the scope must be the subject of a written amendment to the Contract, specifying, if applicable, the impact of the additional Services and/or Work on the deadline. The Company reserves the right to refuse a substantial reduction in the scope, Services, or Work. Failing an agreement between the Parties on the potential financial implications of such a modification, the Parties may continue the Contract until its term under the initially agreed conditions, or terminate the Contract early, provided that in the latter case the Client pays as compensation the amount corresponding to the price of the Services and/or Work for the remaining duration until the term of the Contract. The Company remains free to evolve its services/work and offerings, particularly through any technical improvement or compliance with standards and regulations, without the prior agreement of the Client. In the event that these modifications have a financial impact, the Parties agree to meet to discuss the invoicing of any additional costs occasioned by these modifications.

4. Execution Deadlines

The work will begin on the date agreed upon between the Parties. Deadlines may be modified in case of:

• Unfavorable weather conditions,
• Delays caused by third parties or the Client,
• Discovery of hidden defects requiring complementary work.

The Company undertakes to inform the Client of any delay. Consequently, the Company shall be exempted from any liability in case of delays resulting from **force majeure** or due to any reason beyond its control, particularly bad weather, natural disaster, change in regulations, transportation delays, strikes, etc.

5. Client Obligations

By signing the quote, the Client undertakes to:

• Provide access to the work site to the Company during the agreed-upon hours,
• Clear the work area,
• Report any element that may hinder the proper progress of the maintenance work.

To ensure the safety of the Company's personnel, no product, whatever it may be, flammable or capable of generating corrosive vapors, should be stored near the structures to be maintained, which are the subject of this contract. Unrestricted access to the structures to be maintained must be constantly guaranteed to the Company: in particular, no alteration made after the signing of the quote shall impede or prevent the maintenance operations. To allow the proper execution of the Services and/or Work, the Client is responsible for supplying water and electricity necessary for the performance of the Services and/or Work for the entire duration of the Contract. The Client must also ensure that the site is clean and free of all debris. The Client is responsible for obtaining any necessary authorizations beforehand, particularly those required by road, urban planning, co-ownership, and safety rules, and must ensure the effective provision to the Company, before the start of the Services and/or Work, of all site-specific instructions and provisions concerning health and safety conditions in force, internal regulations, etc.

6. Price and Payment Terms

In consideration of the contractual services, the Client must pay the agreed price according to the financial terms defined in the quote. Furthermore, and in addition to the specific terms agreed upon in the Contract, the price is automatically revisable in the event of the entry into force of a new law, decree, or sectoral agreement resulting in an increase in wages and/or social charges of the Company's profession, to account for the resulting increase in resource costs and in any event, under the conditions defined in the Contract. Such a revision, if it is exclusively and directly due to this new provision, is enforceable against the Client.

In any event, prices are subject to an annual revision on January 1st of each year, or any other date chosen by the Parties, on the basis of the formula below:

P1 = P0 x (TP01₁ / TP01₀)

Where:

• P1 = Revised price, P0 = Price to be revised
• TP01 is the general index for all construction work
• TP010 is the last index known at the date of signing the contract
• TP011 is the last index known at the time of price revision

Contracts signed after June 30th of year N are revised on January 1st of year N+1. The price thus indicated is understood to be exclusive of taxes. The applicable VAT rate is that in force on the day of payment. A negative price variation is never applied. If non-visible or unreported obstacles appear during the performance of the Services and/or Work, in accordance with point 3 above, the extraction, evaluation, or circumvention of these obstacles will give rise to new prices.

Regarding the payment terms of this Contract, they are as follows:

• 35% upon signing the quote
• 65% upon receipt of the work (final invoice)

Payments are due upon receipt of quotes and invoices, except under special conditions. The payment deadline is set at a maximum of **30 days**. Any late payment will result in late penalties calculated according to the legal rate in force (the European Central Bank rate + 8%). In addition, a fixed compensation of **€40** is due for collection costs. In addition to the contractual late interest, eight days after the sending of a formal notice, any debt that has become due and remains unpaid at the agreed due date will be increased by a lump sum of **15%** with a minimum of **50 euros** for referral of the case to litigation, without prejudice to any other judicial costs, if applicable.

7. Warranty

The Services are performed and the Work is carried out in accordance with the standards and practices of the profession, according to the customary tolerances possibly provided for in these standards, taking into account the operating and usage conditions of the Client's site, its specificities, and its environment. The satisfactory execution of the Services and/or Work, which is assessed against the purpose of the Contract and the requests formulated by the Client, is guaranteed by the Company according to the terms defined in the Contract, provided that the invoices are fully paid.

The Company grants no automatic contractual warranty. Nevertheless, the Company guarantees the proper execution of the maintenance work for a period of **6 months** (proper functioning warranty).

The warranty does not cover:

• Normal wear and tear,
• Non-conforming use,
• Lack of maintenance by the Client.

The Company cannot be held liable towards the Client or third parties for the direct or indirect, material or immaterial consequences of any deterioration following the maintenance work carried out, and is therefore not liable for any compensation in this respect. Any defect attributable to the Company must be notified by the Client by registered letter with acknowledgment of receipt, within a period of **48 hours** from the completion of the service concerned, enclosing all relevant information to facilitate diagnosis and intervention. The Client refrains from any intervention or from having a third party intervene on the site in place of the Company.

8. Liability

The Company holds an insurance contract underwritten by a notoriously solvent company, providing sufficient guarantee against the financial consequences of the liability that may be incumbent upon it in the execution of its obligations under the Contract. The Company is insured for professional civil liability with Generali. It provides its insurance certificate to the client, should the latter request it.

The Company shall not be held liable in case of **force majeure**, damage caused by third parties, or improper use of the structure. Consequently, it cannot be held responsible for the consequences, nor can its liability be engaged for all damage caused, for example (non-exhaustive list):

• By any intervention, improper handling, or malicious act attributable to the client or an outside intervention,
• By war, fire, disaster due to natural phenomena (such as frost, flood, storm, or earthquake), rodents, or other animals.

9. Acceptance of Work

The acceptance of the work is pronounced at the end of the job. The Company will inform the Client by any means. Acceptance releases the Company from all contractual obligations other than legal obligations. It may lead to:

• Acceptance without reservation,
• Acceptance with reservations (to be rectified within an agreed period).

In case of refusal of acceptance, the reasons must be specified by Registered Letter with acknowledgment of receipt within **three (3) days** following the request to the Company. If the site visit has occurred, the reasons for the refusal of acceptance must be indicated on the report.

10. Termination

In case of serious breach of essential obligations by one of the Parties, the Contract may be terminated automatically, after formal notice via registered letter with acknowledgment of receipt remaining without effect for **15 days**.

11. Assignment, Transfer

The Contract is not concluded *intuitu personae* with respect to the Company, which is free to assign, transmit, transfer by way of merger, demerger, absorption, dissolution, partial contribution of assets, or any other means, or to pledge this Contract or any of the rights or obligations. The rights and obligations resulting from the Contract cannot be assigned and/or transferred by the Client to a third party without the prior written agreement of the Company. In case of assignment or transfer of the Contract by the Client in violation of this article, the Company shall be entitled to terminate the Contract automatically.

12. Intellectual Property, Confidentiality, and Non-Compete

The projects, studies, plans, drawings, calculations, quotes, documents, tools, data, software, specifications, and information of all kinds pertaining to the Company's know-how, provided to the Client or coming to its knowledge during the Contract, are the exclusive property of the Company. They must be returned upon first request and cannot be reproduced, communicated to third parties, or executed for any reason whatsoever by the Client without written authorization from the Company. The Contract does not entail the transfer of any intellectual property right, whatsoever, to the Client.

13. Personal Data

The Client's data is used only within the framework of the commercial relationship linking the Parties. In accordance with the "Informatique et Libertés" (Data Protection) law, the Client can exercise their rights of access, rectification, and deletion. Similarly, the Company undertakes to comply with European Regulation UE 2016/679 concerning the protection of natural persons with regard to the processing of personal data and the free movement of such data (GDPR) as well as applicable national laws. The client gives consent for the Company to store and process their contact details for the duration of the Contract and the applicable limitation period. The Parties agree that these contact details will only be processed for administrative or commercial purposes, to the extent necessary for the execution of the maintenance services.

14. Applicable Law - Disputes

The General Terms and Conditions of Sale and any Contract between the Company and the Client are governed by **Spanish Law**. The Parties shall endeavor to resolve amicably any dispute arising from the formation, interpretation, or execution of the Contract. Failing this, the dispute shall be submitted to the exclusive jurisdiction of the Court of the Company's registered office.