General Sales Conditions

1. DEFINITIONS

For the purposes hereof, the following terms shall have the meanings set forth below:

· “GCS” means these general terms and conditions of sale, which apply to all products and services offered by Aranow.

· “Product” means any products and/or services offered by Aranow, whether machines, spare parts, packaging tests or otherwise.

· “Authorized Agent” means any natural or legal person authorized by Aranow to act within a specific territory, who may refer enquiries to Aranow and promote the sale of its Products, but shall not be authorized to accept offers, modify their terms or conditions, or undertake commitments on behalf of Aranow without Aranow’s prior written authorization. The Authorized Agent shall have no general authority to represent Aranow and shall not be entitled to bind Aranow vis-à-vis the Buyer or any third party.

· “Aranow” means ARANOW PACKAGING MACHINERY, SLU, with registered office at calle Tramuntana, 30 08213 Polinyà (Barcelona), and NIF B63294359 or as well ARANOW INTERNATIONAL, SA (UID/VAT CHE-155.420.375), with its registered office at c/o Microcity SA, Rue de la Pierre-à-Mazel, 39, Switzerland, depending on the company issuing the Offer.

· “Buyer” means a company that has entered into a purchase and sale agreement with Aranow in relation to a Product(s).

· “Parties” means Aranow and Buyer jointly.

· “Business Days” means all days in a calendar year, except Saturdays, Sundays and non-business days according to the calendar confirmed by Aranow.

· “Confidential Information” means all information that a Party would have received from the other Party, directly or indirectly, before or after the request for an Order.

· “Offer” means Aranow’s offer to Buyer regarding a Product, including without limitation, commercial, economic and technical information relating thereto.

· “Packaging Test” is a service offered by Aranow to evaluate a machine’s ability to package products.

· “Downpayment” means both the initial payment to be made by Buyer to Aranow in order for Aranow to initiate the process to execute an Offer, and any subsequent downpayments to be made by Buyer until delivery of the Product pursuant to an accepted Offer.

· “Factory Acceptance Test (FAT)” means a test that Aranow performs on the Product at its facilities, before the product leaves its factory to be shipped to the destination agreed with the Buyer.(*)

· “Site Acceptance Test” (SAT) means the test that Aranow will perform on the Product, during commissioning at the site where it is to be installed to ensure that it performs its function in the actual environment in which it is to be used.(*)

(*) FAT and SAT do not apply when the Offer consists of the provision of services. For all other Products, FAT and SAT shall be performed when so agreed with the Buyer in each case.

2. PURPOSE AND APPLICATION

2.1. These GCS set forth all terms and conditions under which all sales and purchases of Products agreed between Aranow and Buyer shall be governed. Any terms and conditions of Buyer which contravene or differ from those set forth herein, or any oral or written agreement to modify them, shall not be enforceable unless previously accepted in writing by Aranow

2.2. These GCS shall apply to all accepted Offers, jointly constituting the applicable contract between the Parties, and shall be effective from the date of acceptance of the Offer. Any modification of the GCS or the Offer proposed by the Buyer must be previously agreed in writing between the Parties. Aranow shall not be bound by any conditions imposed by the Buyer which it has not previously accepted.

2.3. Acceptance of an Offer implies prior knowledge and express and unreserved acceptance by the Buyer of these GCS, which shall govern in all their terms, unless otherwise expressly stated in the Offer, in which case they shall govern in priority.

2.4. In the event that the GCS differ from those approved by any confederation, convention or international organization, the former shall apply as they constitute a special agreement between the Buyer and Aranow.

2.5. Aranow reserves the right to update and/or modify the content of these GCS at any time and without prior notice. Once modified, they will be made available to the Buyer.

3. PRE-CONTRACTUAL INFORMATION

3.1. During the negotiation of a purchase and sale agreement between the Parties, Aranow will provide Offer and the GCS to Buyer for Buyer’s evaluation and review at Buyer’s sole discretion, cost and risk. The Buyer is solely responsible for the choice of the Product.

3.2. The Offer shall only include the Product that Aranow intends to sell to the Buyer. In the event that the Buyer is interested in purchasing any Product not originally contemplated in the Offer, Aranow will submit a new Offer or an extension of the existing Offer.

3.3. The Offer is an invitation to Buyer to purchase the Product and shall be valid from the time Buyer receives it until the expiration date indicated in the Offer

3.4. The Buyer represents and warrants that it will deliver to Aranow, prior to the execution of these GCS and the Order, certain information, documentation and materials about its company, activity, certificates, approvals and/or standards by which it is governed, at the request of Aranow, which will issue the Offer based on the same.

Including, but not limited to, the Buyer shall provide Aranow, upon request, with any information regarding its credit standing and/or creditworthiness, in full, true, accurate and current.

To this end, Buyer warrants to Aranow that the information, documentation and materials to be delivered by Buyer shall be complete, accurate, current and truthful, and agrees to promptly deliver to Aranow any changes or updates thereto and to notify Aranow of any circumstances that may affect their validity or content.

4. OFFER

4.1. Aranow will send the Buyer a comprehensive Offer for the Product(s) that the Buyer has expressed interest in purchasing

4.2. The Offer shall contain, in each case, the period of validity of the Offer, the price, the terms of payment of the price and the form of payment.

4.3. The Buyer’s acceptance of a current Offer shall imply acceptance of the entire contents of the Offer and of these GCS.

4.4. The manufacture of the Product offered or the performance of the Packaging Test, where applicable, shall be conditional upon the Buyer sending to Aranow and Aranow receiving, within the time limits indicated in the Offer, the following:

a) payment of the amount indicated.

b) Product drawings signed in conformity.

c) the product and material indicated to perform the Packaging Test, when applicable.

All of the above in accordance with the instructions that will be detailed in the Offer.

4.5. Exceptionally and due to circumstances of production or supply that justify it, Aranow may modify any aspect of these GCS or of the Offer. Such modification shall be deemed to have been accepted by the Buyer if the Buyer does not state otherwise in writing within 5 working days from the date on which the document notifying the Buyer of the modification was sent to the Buyer.

4.6. Products, packaging materials and any other items delivered by the Buyer to Aranow for the performance of a Packaging Test or FAT shall be received and kept in Aranow’s custody solely for the period reasonably necessary to perform the applicable tests. Unless the Buyer provides express written instructions to the contrary prior to delivery, once the tests have been completed, Aranow may destroy or dispose of as waste any surplus quantity, remainder, sample or unused material, without any obligation to return or retain it. Any costs arising from the handling, storage, return, destruction, recycling or disposal of such items as waste shall be borne by the Buyer and may be invoiced to the Buyer by Aranow. If the Buyer requests the return of any remaining materials, the Buyer shall collect them or provide transport instructions within thirty (30) calendar days following notification that the tests have been completed. If they have not been collected upon expiry of that period, Aranow may destroy them or dispose of them as waste at the Buyer’s expense. Aranow shall not be liable for any deterioration, shrinkage, loss of properties or unusability of the products or materials resulting from their ordinary use in the tests, their inherent nature, expiry date or storage conditions, except in the event of Aranow’s wilful misconduct or gross negligence.

5. MODIFICATION OF AN ACCEPTED OFFER

A) Modification of an Offer at the request of the Buyer:

5.1. Buyer may request modifications to an Offer already accepted at any time prior to Downpayment and provided that Aranow has not commenced the manufacturing process.

5.2. Aranow will advise the Buyer, within 5 business days of the request for an Offer modification, whether it accepts the requested modifications and will forward the Offer to the Buyer with the new applicable terms. The above provisions for an Offer shall also apply in this case.

If Aranow has not responded within the above-mentioned period, the request for modification of the Offer shall be deemed to have been rejected. In this case, the Buyer shall inform Aranow within 5 working days whether the Buyer wishes the initial Offer to continue or to withdraw the Offer. If the Buyer has not responded within the aforementioned period, the Buyer shall be deemed to have withdrawn the Initial Offer.

5.3. If the Buyer requests a modification of the Offer after the deadline indicated in Clause 5.1, Aranow shall have the right to invoice the Buyer for all expenses and costs incurred up to the date of the modification request.

B) Modification of an accepted Offer due to inactivity of the Buyer:

5.4. If, within six (6) months after the Buyer has accepted the Offer and/or made the payment of the Downpayment, the Buyer does not respond to Aranow’s requests to continue with the purchase process, Aranow reserves the right to modify the accepted Offer in whole or in part, including, if applicable, the updating of prices according to the increase in the cost of materials. In this case, and regardless of whether the amended Offer is accepted or not, the Buyer will forfeit any amounts it has delivered as Downpayment to Aranow up to the date on which the aforementioned 6 months are completed, as a penalty. In addition, Aranow may invoice Buyer for all expenses and costs incurred by Aranow up to the date on which the aforementioned 6-month period ends.

5.5. In accordance with the provisions of article 1.152 of the Spanish Civil Code, the amount of the Downpayment indicated in the previous paragraph as a penalty is established as compensation to compensate for the damages caused by the Buyer’s non-compliance. Consequently, both parties expressly waive any moderating power that may correspond to the judicial authority pursuant to article 1.154 of the Spanish Civil Code.

6. CANCELLATION OR SUSPENSION OF AN ACCEPTED OFFER

6.1. Cancellation of an Accepted Offer by Buyer – If Buyer notifies Aranow in writing of its decision to cancel a previously accepted Offer. In this event, the Buyer shall forfeit any amounts paid as Downpayment to Aranow up to the date of cancellation as a penalty. In addition, Aranow may invoice the Buyer for all costs and expenses incurred by Aranow up to the date of cancellation.

In accordance with the provisions of article 1.152 of the Spanish Civil Code, the amount of the Downpayment indicated in the previous paragraph as a penalty is established as compensation to compensate for the damages caused by the Buyer’s non-compliance. Consequently, both parties expressly waive any moderating power that may correspond to the judicial authority pursuant to article 1.154 of the Spanish Civil Code.

Notwithstanding the foregoing, if the Products that are the subject of the cancelled Offer have specific characteristics expressly requested and supplied exclusively to the Buyer, the Buyer shall remain obligated to purchase them and pay Aranow their full price in accordance with the accepted Offer.

6.2. Suspension of an Accepted Offer by Aranow. Aranow shall be entitled to suspend or cancel the delivery of Products that are the subject of accepted Offers in the following events:

• General default in the current payment of Buyer’s obligations, or existence of liens for pending executions affecting Buyer’s assets in general, or seizure or liquidation of Buyer’s assets.
• If the Buyer transfers all or substantially all of its business or assets to a third party that is insolvent or in insolvency proceedings and/or to a third party that is a direct competitor of Aranow.

7. FAT

7.1. Once the manufacturing process of the Product has been completed and when so agreed, the FAT shall always be carried out at Aranow’s facilities. The FAT may be carried out in 3 ways, at ARANOW’s choice:

1) with the physical assistance of the Buyer’s designee;

2) with the assistance by telematic means of the Buyer’s designee;

3) performed exclusively by Aranow’s personnel, without the assistance of the Buyer’s designee.

7.2. The specific date of the FAT shall be agreed upon by both parties. If the parties are unable to agree on a date for the FAT, Aranow shall summon Buyer to perform the FAT on a specific day and time. If after two (2) appointments, the FAT cannot be carried out for reasons attributable to the Buyer, it shall be understood that the Buyer waives the FAT and Aranow shall proceed with the delivery of the Product.

7.3. The FAT will try to reproduce the most relevant conditions of the production for which the Product is intended.

7.4. Once the FAT has been carried out, the Buyer shall sign the FAT Document and may, if desired, request additional requests to add functionalities to the Product or request any additional service (for example, to contract a Packaging Test).

If no additional requests are made by the Buyer, delivery will proceed.

8. DELIVERY.

8.1. Incoterm – Delivery of the Products shall be made in accordance with the Incoterm ExWorks (EXW) of the International Chamber of Commerce (Incoterms® 2020). Any other Incoterm must be accepted by Aranow and the cost thereof shall be invoiced to Buyer at Aranow’s increased cost.

8.2. Penalty for late collection – When the Product is ready for delivery, Aranow shall inform the Buyer that the Product is ready for collection at Aranow’s premises within ONE (1) calendar month of such communication. If the Buyer has not picked up the Product within this period, the Buyer shall pay Aranow an indemnity of 1% of the price of the Product for each week of delay in pick-up, up to a maximum of ten (10) weeks. If, upon expiry of this period, the Buyer has not taken back the Product, Aranow may unilaterally terminate the sale due to the Buyer’s default

8.3. Aranow shall make the Products available to the Buyer together with all documentation pertaining to the Product.

8.4. Aranow shall only dispose of the Products in packaging materials other than those indicated in the Offer, if Aranow has accepted them in writing.

8.5. The Buyer is solely responsible for the use, function or purpose for which the purchased Product is intended upon receipt.

9. SAT

9.1. Once the Product has been delivered and is at the Buyer’s premises where it is to be installed, the Buyer shall notify Aranow, in order to carry out the SAT if agreed in the Offer and in the presence of the person designated by the Buyer for this purpose.

9.2. The specific date of the SAT shall be agreed upon by both parties within the aforementioned period. If the parties cannot agree on a date for the SAT, Aranow shall propose to the Buyer a specific date and time for the SAT. If after two (2) proposals, the SAT cannot be carried out for reasons attributable to the Buyer, the Product shall be deemed to have been delivered in conformity and in proper working order, Aranow having fulfilled its delivery obligation.

9.3. In the event that the SAT must be performed, Aranow will send one of its technicians to the place where the Product is located. Unless otherwise stated in the Offer, the costs of travel, accommodation and living expenses of the technician shall be borne by the Buyer, who shall pay them as soon as Aranow submits the corresponding invoice

9.4. During the entire period of the SAT, Buyer shall provide Aranow’s technician with the necessary material means and personnel (technicians and line operators) to perform the tests. Waiting hours and/or days will be charged separately in accordance with Aranow’s service rate in effect at the time of the SAT.

9.5. Once the SAT has been carried out, the Buyer will sign in conformity, at that moment, the Document of SAT.

10. FORCE MAJEURE AND ACTS OF GOD

10.1. It shall not be considered a default by Aranow if its obligation is not performable due to unforeseeable circumstances or force majeure that prevent performance or make performance extremely difficult.

10.2. For illustrative and non-limiting purposes only, a fortuitous event is understood as an event that is impossible to foresee or which, although foreseeable, is unavoidable and beyond Aranow’s control, such as, for example: theft, accident, war or civil unrest, destruction of production facilities or material due to fire, theft, robbery or vandalism, epidemics, lack of public services, strikes in Aranow’s supplier companies whose material is necessary to fulfill the Order, general or partial shortage of the necessary raw materials and other goods necessary to fulfill what has been agreed, unforeseen delays in deliveries by suppliers or other third parties on which Aranow depends, and general transportation problems. Force majeure circumstances are also considered to be natural phenomena such as earthquakes, tornadoes, changes in weather conditions, extreme weather, natural disasters, etc.

10.3. Aranow shall inform the Buyer as soon as possible when an act of God or force majeure prevents Aranow from supplying the Product or is unable to supply the Product on time. In the event of unforeseeable circumstances and force majeure preventing or hindering the manufacture or delivery of the Products, Aranow shall be entitled to delay, and in the event that the causes persist for more than 2 consecutive months, either Party may request the termination of the contractual relationship, without any obligation to pay compensation in any case.

10.4. To the extent that, at the time of the occurrence of an Act of God or Force Majeure, Aranow has partially satisfied or is about to satisfy its obligations and the part satisfied or to be satisfied has an independent value, Aranow may invoice it separately and the Buyer shall pay this part satisfied or to be satisfied in accordance with these GCS.

11. RESERVATION OF TITLE

11.1. Aranow reserves title to the Products ordered by Buyer until Buyer’s payment obligations have been fully met. As long as the Products are subject to this retention of title, the Buyer shall hold the Products as bailee of Aranow and shall be responsible for the preservation of the Products in perfect condition.

11.2. Until full payment for the Products, Buyer may not encumber, pledge or offer the Products as security for any obligation.

11.3. Any partial payments made by the Buyer, if any, on Products subject to reservation of title shall not constitute an obstacle to a possible claim by Aranow based on the agreed reservation of title.

11.4. The Buyer shall be liable for all damages, deterioration, breakage or malfunctioning of the Product during the retention of title, from any cause whatsoever, including normal and ordinary use. He shall also be liable, during this period, for any damages, losses and accidents of any nature whatsoever suffered by the Product or caused to third parties or their property by his personnel and machinery as a result of the use of the Product. For this purpose, the Buyer undertakes to take out the appropriate insurance to cover any damage to the Products and the aforementioned liabilities.

11.5. In the event of any loss affecting the Product during the reservation of title, the Buyer shall inform Aranow immediately and shall take the necessary steps for the resolution of the problem and satisfaction of claims.

11.6. The Products subject to retention of title shall be stored, safeguarded and used in such a way as to ensure the quality and identification of the Products as the property of Aranow. In addition, in the event of any attempt by any third party, whether natural person, legal entity or public administration, to seize or withhold the Product during the retention of title, the Buyer shall immediately inform Aranow and, in turn, inform such third party that the Product cannot be seized or withheld because it is the property of Aranow. For this purpose, the Buyer shall be entitled to produce the Order Confirmation and these GCS to prove this fact.

11.7. In the event that the laws of the Buyer’s country or of the country of destination or in which the delivered Product is located do not permit retention of title, Aranow may request the Buyer to provide equivalent warranties.

12. EXPORT CONTROL

12.1. Buyer acknowledges and agrees that the Products supplied by Aranow may be subject to trade, environmental and export-import laws, regulations, standards and licenses established by, for example, the United Nations, the United States of America, the European Union and the Member States of the European Union. Buyer shall comply with such regulations and agrees that it is solely responsible for ensuring that they are complied with. In particular and without limitation, Buyer shall not use, sell, resell, export, re-export, dispose of or otherwise disclose or deal in the Products directly or indirectly with any country, destination or person, and shall procure that none of its affiliated companies do so, without first obtaining any necessary export license or governmental authorization, and shall comply with the formalities required by applicable regulations to that effect. Buyer shall do nothing to cause Aranow to be in breach of these regulations and shall hold Aranow harmless against any fines, losses and/or liabilities incurred by Aranow as a result of Buyer’s failure to comply with these regulations.

12.2. Failure by the Buyer to comply with any aspect of this policy shall constitute a breach of the contractual relationship. Aranow reserves the right to refuse to accept or to execute any order or to cancel any order in its sole discretion if it believes that Buyer has failed to comply with any aspect of this policy.

13. PRICES

13.1. The prices of the Products included in the Offer have the validity period indicated in the Offer.

13.2. The amounts paid by the Buyer as Downpayment are always considered as a downpayment of the total price of the Product and, therefore, are confirmatory in nature of the contractual relationship and never penitential. Therefore, if the Buyer unilaterally decides to withdraw from an accepted Offer, at any time during the purchase process, he/she shall not be entitled to claim a refund from Aranow of the amounts paid as Downpayment. Since Aranow must devote significant technical, financial and material resources to the design and manufacture of the Products and to the execution of the Offer, Aranow shall own all amounts received as Downpayment up to the date of withdrawal, by way of compensation. This is without prejudice to its right to claim from the Buyer all expenses and costs incurred up to the date of withdrawal and, if applicable, any damages that may be due under these GCS.

13.3. The prices included in the Offer are stipulated considering that the Incoterm applicable between the Parties is the one indicated in these GCS. The prices may be subject to variation in the event that the Parties agree, at any time, to conditions different from those provided for in these GCS.

13.4. Exceptionally, in the event that the cost of materials, energy and/or labor used by Aranow for the manufacture of the Products increases, individually or in the aggregate, by more than 4% with respect to the cost as of the date of issuance of an Offer, for more than three (3) consecutive months , Aranow shall notify the Buyer of this circumstance (duly justifying the increase in the alleged costs) as soon as the three months indicated are completed, informing of the new price to be applied to the accepted Offer, this new price being applicable in the month immediately following the notification.

13.5. Discounts on the prices offered by Aranow will only apply if they are in writing in the Offer.

13.6. If the Parties have agreed on a certain purchase volume discount, based on a certain order volume agreed between the Parties, and the Buyer has not placed the corresponding orders by the agreed dates and/or has not collected and paid for such binding order volumes, Aranow shall be entitled to invoice the Buyer, in addition to the price of the corresponding Product, total amount corresponding to the applied purchase volume discount.

14. PAYMENT OBLIGATIONS

14.1. Payment of invoices issued shall be made by the Buyer to Aranow in Euros, in accordance with the payment terms indicated in the Offer.

14.2. If Buyer fails to pay any of the invoices when due, Aranow is authorized to:

(i) demand from the Buyer the interest for delay provided for in the law in force, as well as the expenses that such delay may cause him, and

(ii) suspend delivery of any other Product from an accepted Offer, until all outstanding payments are made.

14.3. Aranow will not accept deferrals of payment due to holiday periods. In addition, under no circumstances will Aranow agree that the Buyer withholds a certain percentage of the price to ensure that the Product is in proper working order or meets the agreed requirements

14.4. Buyer expressly consents to the forwarding of invoicing by electronic means

15. WARRANTY

15.1. The Product is offered only in accordance with certain technical characteristics. Aranow does not warrant its merchantability, satisfactory quality, fitness for a particular purpose, or suitability for the technical applications intended by the Buyer, or for achieving, in whole or in part, the objectives intended by the Buyer at the time of purchase. Accordingly, Aranow is only responsible for and warrants compliance with the technical specifications of the Product supplied, and the Buyer assumes full responsibility for the suitability of the Product selected for the technical applications intended by the Buyer.

15.2. Aranow guarantees the conformity of the Products according to the technical terms of the Offer, in relation to eventual defects in the materials of the Products and/or their processing.

15.3. Aranow offers a commercial warranty with respect to the Products (the “Warranty”), the current features, coverages, procedure to be followed by the Buyer to obtain the application of the Warranty and period of duration, among others, are as set forth below.

However, Aranow is not obligated to take Warranty action if the Buyer is not current in its payment obligations with respect to the Product in question.

15.4. Period, coverage, exclusions and cancellation of the Warranty.

a) Warranty Period – The Warranty has the coverages set forth in section b) for a maximum period of: Twelve (12) consecutive months or two thousand (2,000) hours of operation of the Product, whichever occurs first.

The Warranty Period shall commence on the date of acceptance of the SAT by the Buyer, as evidenced by the signing of the SAT Document in accordance with Clause 9.5, and, in any event, no later than four (4) months from the date on which Aranow has made the Product available to the Buyer at Aranow’s premises in accordance with the Ex Works (EXW) Incoterm, whichever occurs first. For these purposes, the four (4)-month period shall be calculated from the date of Aranow’s written notice informing the Buyer that the Product is ready and has been made available for collection, irrespective of the date on which the Buyer actually collects it or whether the SAT has not been performed for reasons not attributable to Aranow.

b) Warranty Coverage – The Warranty covers manufacturing defects affecting the operation of the Product or any of its parts or components (“Failures”), provided that (i) the Buyer notifies Aranow of the Failure in accordance with the procedure set forth in Section 15.6 and (ii) the Failure does not fall within the exclusions set forth in paragraph (c) and is not a warranty voidable event under paragraph (d).

c) Warranty Exclusions. Exceptions to the Warranty shall be made at Buyer’s expense:

• Consumable or perishable items.
• Wear and tear or deterioration caused by use.
• Breakdowns due to misuse or negligence.
• Breakdowns due to damage caused to the Product during transportation from Aranow’s facilities to its place of destination.
• Failures due to changes in the properties of the items to be packed or if packing materials of a different nature or with properties different from those previously tested by Aranow on the FAT are used, including, but not limited to, number and type of layers, thickness, stiffness or coefficient of friction. Unless previously accepted by Aranow.
• Damages caused by acts of God, force majeure, atmospheric or geological phenomena and accidents (e.g. robbery, theft, fire, flood, acts of vandalism, etc.).
• Failures caused by: (i) the use of non-original parts, components or spare parts, or parts, components or spare parts not supplied or authorized by Aranow; (ii) lack of maintenance, improper maintenance, the application of unsuitable products or the accumulation of residues, such as grease or limescale, due to inadequate cleaning; or (iii) any modification, handling, transformation of or intervention in the Product that has not been previously authorized in writing by Aranow.
• Shipping costs for return of parts or components and shipping costs for spare parts or repaired or replaced parts or components.
• Travel, subsistence and accommodation expenses of Aranow’s personnel for the servicing, repair, removal, installation or reinstallation of the defective Product, part or item.

d) Cancellation of the Warranty – The Warranty shall be automatically void and from that moment on, Aranow shall not perform any Warranty action on the Product, even if the Warranty Period has not expired:

• If the location of the Product is changed from the initial installation location, without Aranow’s intervention
• If the Buyer packages any item not previously tested at the FAT.
• If the Buyer packages another item or uses any film for which the Product has not been adjusted.

15.5. Warranty for Repairs. Aranow warrants the proper functioning of the specific parts and items repaired or replaced and repairs made to the Product for a period of THREE MONTHS from the date of repair.

The repair warranty only covers repairs made to the part of the Product, part or item repaired or replaced.

15.6. Procedure for the execution of the Guarantee

The Buyer shall notify Aranow or its Authorized Agent in the area of any defect detected in the Product, providing as much accurate and detailed information and documentation as possible to enable Aranow to conduct a complete analysis of the reported Failure.

As soon as Aranow becomes aware of the reported Failure, it will verify that the Warranty is in force and that the reported Failure is included in the Warranty Coverage.

If the conditions for the Warranty are met, Aranow will contact the Buyer to attempt to carry out the repair remotely. If this is not possible or the repair cannot be successfully completed by this means, Aranow’s Authorized Agent in the relevant area shall travel to the location of the Product to be repaired and attempt to carry out the repair. If this is not possible, Aranow shall send its own technicians to the relevant location to carry out the repair.

16. RESPONSIBILITIES

16.1. Aranow shall not be liable for any damages arising from the use of the Products caused directly or indirectly by the Buyer, by third parties, by improper use of the Product, by its modification, handling, integration, combination, transformation or unauthorized intervention, by the use of materials or products not tested or approved by Aranow, by lack of proper maintenance, by failure to comply with the technical, use, storage, cleaning or maintenance instructions provided by Aranow, or by any other circumstance not directly attributable to Aranow.

16.2. Without prejudice to the other limitations, exclusions and conditions set out in these GCS and in the Offer, Aranow shall only be liable, where legally applicable, for direct, actual damages, effectively proven and which are the immediate and necessary consequence of a contractual breach directly attributable to Aranow. In any event, the Buyer must prove the existence of the breach, the damage claimed, its quantification, the direct causal link between the breach and the damage, as well as that such damage was foreseeable at the time of contracting, except in cases where applicable law provides otherwise.

16.3. Unless an applicable mandatory rule or final decision provides otherwise, Aranow shall not assume the business, industrial, production, commercial or regulatory risks inherent to the activity of the Buyer or third parties that exceed the functionality of the supplied Product. In particular, Aranow shall not be liable for indirect, consequential, special, remote, speculative or non-immediate damages, nor for loss of profit, loss of production, loss of business, loss of revenue, loss of margin, loss of opportunity, loss of contracts, reputational damage, contractual penalties, claims from customers or third parties, nor costs of withdrawal, recall, blocking, destruction, replacement, reprocessing or loss of the Buyer’s products, to the extent that such concepts do not constitute direct, actual, proven, foreseeable damages and the immediate and necessary consequence of a contractual breach directly attributable to Aranow.

16.4. Aranow’s eventual total aggregate liability for indemnifiable direct damages arising from an Offer or a specific Product, if legally applicable, shall be limited, at most, to one hundred and fifty percent (150%) of the price effectively paid by the Buyer to Aranow for the specific Product that gave rise to the claim, unless another specific limit is expressly agreed in the Offer or applicable law imposes a different regime. This limit shall operate exclusively as a maximum liability cap and shall not, in any case, constitute an automatic acceptance of liability by Aranow up to such amount.

16.5. The exclusions and limitations of liability set out in this clause shall not apply in the event of willful misconduct, gross negligence, personal injury, death or bodily injury, liability arising from mandatory rules, liability for defective products where mandatory legislation applies, or in any other cases in which liability may not be excluded or limited under applicable law.

17. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

17.1. All information, data and documentation delivered by Aranow to the Buyer pursuant to an Offer, an Order or these GCS (including, without limitation, catalogs, plans, drawings, designs, technical characteristics, protocols, etc.), before or after the placing of an Order, shall constitute intellectual or industrial property rights and know how owned by Aranow or its group companies.

17.2. Neither Party shall have the right to use or benefit (by itself or in favor of third parties) from any trademark, logo, commercial name, domain name, design, drawing, patent, photograph, or any other distinctive sign or industrial or intellectual property right of the other Party (hereinafter, the “Materials“), or of any of the companies of its group, without the prior written authorization of the latter. The mere access to any of these distinctive signs or intellectual or industrial property does not imply the granting of any right, license, title or benefit. Authorized use of the Aranow Materials by Buyer shall be granted in writing. Any use of the Aranow Materials by any third party must be authorized in writing in advance.

17.3. The software, firmware, source code and object code, algorithms, interfaces, configurations and other software-related elements developed or used by Aranow in connection with the Products are the property of Aranow or its licensors. Their delivery to the Buyer shall not imply any transfer of intellectual property rights therein.

Aranow grants the Buyer solely a non-exclusive and non-transferable right to use the software and firmware incorporated into the Product, limited to the operation, maintenance and use of the Product for which they have been supplied.

Unless previously authorized in writing by Aranow, the Buyer shall not copy, modify, decompile, reverse engineer, access the source code or allow any third party to carry out any of the foregoing activities, to the extent permitted under applicable law.

The source code shall not be delivered to the Buyer unless expressly agreed in writing by the Parties. Likewise, any developments carried out specifically for the Buyer shall not imply any transfer of intellectual property rights therein, unless such transfer has been expressly agreed in writing.

The parameters, recipes and production data provided by the Buyer shall remain the property of the Buyer. Aranow shall retain ownership of the software, control logic, configuration and any other technical elements developed by Aranow for the processing or execution of such parameters, recipes and production data.

17.4. All Products contain a logo and/or nameplate which is the exclusive property of Aranow. The Buyer is not authorized under any circumstances to remove, withdraw, manipulate or in any way modify such logo, nor may the Buyer authorize any third party to do so. In the event that Aranow detects tampering with a logo, the Buyer shall lose the right to the warranty stipulated in these GCS and shall be held liable.

17.5. Buyer shall not knowingly take any action that would jeopardize the proprietary rights in the Aranow Materials, nor shall Buyer use or register, directly or indirectly, any trademark, trade name, trade name, copyright, company name, drawing, design, patent, or any other distinctive sign or intellectual or industrial property right, in any language, that is identical or confusingly similar to the Materials or any part, syllable or abbreviation thereof.

17.6. Buyer shall have the right to display the Aranow Materials only within the scope confirmed in writing by Aranow in a separate document to Buyer. All advertisements and promotional materials relating to the Materials and/or the Products shall: (i) conform to Aranow’s applicable rules and policies regarding the display of the Materials; (ii) not be misleading to the public or otherwise injurious to the goodwill or reputation of Aranow, the Materials and the Products; and (iii) comply with any requirements of the laws of the territory in which Buyer is located.

17.7. Buyer shall promptly notify Aranow if it becomes aware (i) of any actual or potential use or infringement of the Materials by a third party, or (ii) that the use of the Materials within the territory where Buyer is located may infringe the proprietary rights of a third party.

In such event, Buyer shall provide Aranow with such assistance as it may reasonably require, at Aranow’s sole cost and expense, but shall not take any action on its own without Aranow’s prior approval.

18. CONFIDENTIALITY

The Party receiving Confidential Information (“Receiving Party”) shall keep confidential and secret all Confidential Information of the other Party (“Disclosing Party”), regardless of the medium on which it was received, and may use it only for the performance of its contractual obligations acquired in connection with the purchase of the Product and may not use it for any other purpose or communicate it to third parties. The Receiving Party shall implement the appropriate technical, organizational and security measures to prevent any loss, theft, alteration, filtering or unauthorized access to the Confidential Information.

Access to the Confidential Information shall not confer any right, warranty, title or benefit over the Confidential Information to the Receiving Party. The terms and conditions of these GCS and any other terms and conditions agreed between the Parties shall be considered Confidential Information, as shall any documents or materials incorporating information or data received from the Disclosing Party.

For the purposes of these GCS, Confidential Information shall not include any information that: (i) the Receiving Party can demonstrate was already in its possession or known to it before the execution of these GCS and/or was lawfully obtained from the Disclosing Party or from a third party without any obligation of confidentiality; (ii) is or becomes publicly available, other than as a result of any breach, act, omission or intervention by the Receiving Party; (iii) is received by the Receiving Party from a third party entitled to disclose it; (iv) is independently developed by the Receiving Party without being based, directly or indirectly, on the Confidential Information and without any breach of these GCS; (v) is disclosed by the Receiving Party with the Disclosing Party’s prior written consent; or (vi) is required to be disclosed by operation of law, pursuant to an order or decision of a jury, court or any other competent judicial body, or pursuant to any rule, requirement, order or request of any competent administrative or regulatory authority.

Immediately after becoming aware of any disclosure requirement and before disclosing any Confidential Information, to the extent permitted by applicable law, the Receiving Party shall notify the Disclosing Party of the existence of that requirement and provide it with a copy of the relevant documents and information requested. In any event, the Receiving Party shall disclose to the relevant authority only the information strictly necessary to comply with that requirement. Furthermore, when disclosing Confidential Information, the Receiving Party shall inform the legal or governmental authorities that issued the requirement that the information is confidential.

These obligations of confidentiality and secrecy shall take effect upon receipt of the Confidential Information (including, where applicable, retroactively) and shall remain in full force and effect after the termination of the contractual relationship between the Parties.

The Parties acknowledge that unauthorized disclosure and use of the Confidential Information could cause irreparable harm and material injury that may be difficult to ascertain; accordingly, the Disclosing Party shall be entitled to seek immediate injunctive or other equitable relief prohibiting any breach of the GCS, in addition to any other remedies to which it may be entitled, including monetary damages.

19. PERSONAL INFORMATION

In compliance with 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, the personal professional contact details exchanged between the Parties (e.g. name, e-mail, telephone, etc.) to enable the purchase and sale of the Product shall be processed by the other Party for the purpose of enabling the development, performance and control of the contractual relationship entered into, the basis of the processing being the performance of the contractual relationship and the data being kept for as long as the contractual relationship subsists and even after, until the expiry of any liabilities arising from it. The Parties undertake to provide the owners of the data provided with this information, as well as to inform them that they may write to the respective registered offices of the Parties to exercise their rights of access, rectification, opposition, cancellation, limitation and portability. In case of disagreement in relation to the processing of personal data, a complaint may be submitted to the Spanish Data Protection Agency, the body that holds the supervisory authority on the matter, located at c/ Jorge Juan, 6 (28001) Madrid (www.aepd.es).

20. DURATION AND CAUSES OF TERMINATION

20.1. These GCS shall remain in full force and effect as long as the GCS are not modified by Aranow.

20.2. The contractual relationship may be terminated:

a) By mutual agreement of the Parties, in which case, neither Party shall claim from the other Party the payment of any amount for any concept.

b) For breach of any of the obligations assumed by the other Party. The Party that intends to terminate the contract must give written notice to the other Party, indicating in the notice the breach that it considers having occurred and requesting it to remedy it within 120 working days of receipt. If, after such period has elapsed, the request has not been satisfactorily resolved, the contractual relationship shall be automatically and automatically terminated. Notwithstanding the foregoing, the aggrieved Party may choose to require the other Party to fully comply with its obligations.

20.3. Consequences of termination for non-compliance.

a) General consequences. In the event of termination for non-performance, whether the aggrieved party opts for termination or for full performance, it may, in either case, claim compensation for damages from the other party.

b) Specialties in case of termination for cause attributable to the Buyer. In this case, the following consequences will occur:

(i) Aranow will not refund any of the amounts it has received as Downpayment up to the time of termination and will take them as compensation for non-performance, given that Aranow must invest significant resources in the design and manufacture of the Product;

(ii) In addition, Aranow may claim damages from the Buyer for damages caused by the Buyer’s breach.

(iii) Any rights of the Buyer in Products that have not been fully paid for shall automatically terminate, and Aranow shall be entitled to proceed to their immediate recovery; and

(iv) Aranow shall be entitled to discontinue any outstanding delivery of Product to Buyer, except in the event that such Product is fully paid for prior to delivery.

20.4. In the event of termination of these GCS for any reason whatsoever, the Buyer shall:

• Reliably destroy the Confidential Information, having to deliver a certificate certifying this within 30 days following the date of termination of the GCS.
• Immediately cease use of the Aranow Materials, unless Aranow expressly authorizes you to temporarily continue use of the Aranow Materials.

21. NOTIFICATIONS

Unless a specific form of communication has been provided for in these GCS for certain matters, any other notification, request or communication to be made by the parties shall be made to the e-mail addresses mutually designated for this purpose, provided that receipt thereof is acknowledged or, failing this, by bureau fax or registered letter with acknowledgment of receipt to the addresses they respectively indicate or, failing this, to their respective registered offices.

22. MISCELLANEOUS

22.1. The Buyer warrants to Aranow that those of its employees whom it will appoint as contact persons to manage the contractual relationship entered into between the Parties are duly authorized to do so by the Buyer. The Buyer also warrants to Aranow that the person confirming the Buyer’s acceptance of these GCS and the corresponding Offers is duly authorized to do so and that his powers of attorney are in force and sufficient to bind him in this respect. The Buyer undertakes to deliver to Aranow, at its first request, any supporting documentation that may be required in this respect.

22.2. The Offers and these GCS constitute the complete and sole agreement between the Parties in relation to the sale and purchase of the Product, replacing and annulling any other conditions or contracts entered into between the Parties in relation to the subject matter of these GCS. Any Offer in progress at the time of acceptance of these GCS shall be governed by these GCS.

22.3. In the event that any provision of these GCS becomes wholly or partially null or ineffective, such nullity or ineffectiveness shall affect only such provision or the part thereof that is null or ineffective, the remainder remaining in full force and effect and such provision, or the affected part thereof, being deemed not to have been included.

22.4. The waiver of the exercise of a right, or the non-enforcement of an obligation or the cure of a breach of these GCS, shall not constitute a waiver of its subsequent exercise, or demand for performance or cure of any other obligation or cure of subsequent breach.

22.5. The rights and obligations of the Buyer arising from these GCS and the Offers may not be assigned to any third party without the express prior written consent of Aranow.

23. APPLICABLE LAW AND JURISDICTION. LANGUAGE

23.1. The provisions set forth in these GCS and any dispute that may arise from them shall be subject to the stipulations contained herein and, for any matters not provided for, to the applicable legislation in force at the registered office of Aranow Packaging Machinery, SLU or Aranow International, SA (depending on the company that issued the Offer subject to the dispute).

The application of the provisions contained in the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 is expressly excluded.

23.2. The courts and tribunals corresponding to the judicial district where the registered office of Aranow Packaging Machinery, SLU or Aranow International, SA is located (depending on which company issued the Offer subject to the dispute) shall have jurisdiction to resolve any conflict.

23.3. These GCS have been drafted in several languages, in case of discrepancy between versions, the English version shall prevail.