Purpose

These General Purchasing Conditions regulate the procurement of products and services offered by FOCKE MELER GLUING SOLUTIONS, S.A. with Tax Identification Number A31248636 (hereinafter, MELER) by any of the available means by which this can be done.

Acceptance of the Quote (as defined in point 2 of these General Purchasing Conditions) by the CUSTOMER implies automatic acceptance of these General Purchasing Conditions, with the CUSTOMER stating that it accepts them and all their terms as they are made known to it and referenced by MELER in the Quote and/or during the contracting process, and they are incorporated by reference into the Quote. Should the CUSTOMER make a purchase directly (without a prior Quote), the terms and conditions of these General Purchasing Conditions shall also apply.

Should the CUSTOMER have its own purchasing conditions, it expressly waives the application of such purchasing conditions.

Anything not strictly specified (services, performances, products, elements, responsibilities, etc.) is excluded from the scope of the Quote and/or the Order. Should the CUSTOMER wish to make any amendments, variations, extensions or reductions to the scope of the Quote and/or the Order, the express prior written agreement of MELER shall be required. Any changes or amendments requested by the CUSTOMER may be subject to a change in scope and price. Until the new terms of the Quote and/or the Order are expressly authorised by the CUSTOMER, MELER shall be under no obligation to comply with them.

Quote

Se entiende por Oferta aquella propuesta que, a petición del CLIENTE, MELER emite indicando el detalle de los productos y/o servicios solicitados.

A Quote is understood to be a proposal which, at the request of the CUSTOMER, MELER will issue indicating the details of the products and/or services requested.

Unless expressly agreed otherwise, Quotes are valid for 30 calendar days from the date they are sent to the CUSTOMER. It shall be understood that the CUSTOMER accepts the Quote, when the order covering the same is issued. Acceptance of the Quote implies full acceptance of the most recent version of the General Purchasing Conditions available to the CUSTOMER on the websit www.meler.eu.

Order

An Order is understood to be a request for Products or Services issued by the CUSTOMER to MELER and accepted by the latter, in the context of a Quote previously accepted by the CUSTOMER.

Notwithstanding the acceptance of the Quote, Orders issued by the CUSTOMER shall not be considered binding for both Parties until MELER expressly approves them by issuing a confirmation of said Order.

Products

MELER undertakes to supply the CUSTOMER with the Products agreed in the Order, which shall be accompanied by instruction manuals and shall comply with what is agreed therein in terms of functionality, provided that the CUSTOMER complies with the requirements and conditions of use set out in said instruction manuals.

Special terms

In the event that MELER and the CUSTOMER agree any special individually negotiated conditions, different from these General Purchasing Conditions, these special conditions must be included in the Quote, or if they are agreed subsequently, they must be expressly accepted in advance by both Parties and included in writing so that they are fully valid and effective for any purchase of MELER products.

Price and payment terms

The price and method of payment for the products or services requested is that contained in the Quote or Order sent to the CUSTOMER by MELER. Prices do not include VAT.

In the event that, due to error or omission in the Quote, the method of payment is not determined, the applicable payment terms shall be sixty (60) calendar days from the invoice date.

CUSTOMER may group invoices corresponding to delivery notes every fifteen (15) calendar days at the most.

Failure to pay an invoice leads to early maturity of all outstanding invoices. Unpaid amounts accrue a monthly interest of 1.5%, which will be charged to the customer together with all collection costs.

Order delivery

Delivery location: Unless expressly agreed otherwise, delivery of the Products by MELER to the CUSTOMER will take place at MELER’s facilities in Arazuri (Navarra), in accordance with the Exw Incoterm, at which time ownership of the products will be deemed to be transferred to the CUSTOMER.

Effective delivery: Once the Order has been prepared, MELER will send the CUSTOMER an email or fax to notify the CUSTOMER of the delivery of the Products.

Once thirty (30) calendar days have elapsed since the Products on the Order were made available at MELER’s facilities, without the CUSTOMER having collected them, they will be stored at MELER’s facilities, and the CUSTOMER shall pay a penalty of 1% of the net amount of the Order for each day of delay. In the event of a delay of more than ninety (90) calendar days, MELER may choose between demanding fulfilment of the contract or termination, and in both cases, demand the appropriate penalties, interest and/or compensation from the CUSTOMER.

In any case, the risks suffered by the Products covered by the Order from the date on which they are made available to the CUSTOMER at MELER’s facilities shall be borne exclusively by the CUSTOMER. However, the CUSTOMER has a period of 30 days from the delivery and/or provision of the Products covered by the Order to check them, after which time, if the CUSTOMER has not made a formal complaint, it shall be understood that the Products were received to the CUSTOMER’s full satisfaction.

Delivery lead time: The delivery lead time for each Order is as stated in the Quote. The lead time shall commence upon receipt of a written Order. In the case of advance payment, the delivery lead time shall run from the date on which payment is made.

In any case, the delivery lead time for the Products given by MELER is approximate and may be subject to variations for justified reasons beyond MELER’s control and will be duly communicated to the CUSTOMER for information purposes, and the initially planned delivery lead time may not be exceeded by more than 30 calendar days.

About delivery: Delivery shall be made in standard packaging unless otherwise agreed by the Parties as a special condition. The CUSTOMER may request partial deliveries, which, once invoiced by MELER, must be paid for regardless of the date of subsequent deliveries.

Failure to refer to the terms and conditions of transport shall in no case be understood as an automatic assumption of the same by MELER.

The costs of loading, handling, unloading and the equipment necessary to carry out such actions efficiently and safely shall be borne exclusively by the CUSTOMER, who shall assume any liability arising from such operations.

Assembly and installation: Unless otherwise expressly agreed in writing in advance by the Parties, the assembly and installation of the Products shall be the exclusive responsibility of the CUSTOMER, who shall assume any liability arising from such operations.

Order amendments

Orders may not be amended, in whole or in part, by the CUSTOMER unless MELER expressly agrees to this, in advance and in writing, and in any case, the costs generated by the total or partial amendment shall be borne exclusively by the CUSTOMER. For its part, MELER reserves the right to make changes to its Products without prior notice, provided that these do not lead to a reduction in quality.

Returns

Once the Order has been delivered, if the CUSTOMER is interested in returning all or part of the order, express prior written authorisation from MELER must be requested. In any case, the Products to be returned must be unused, in the original packaging and without any type of damage, alteration, etc. In the event that MELER accepts the requested return, the following rules shall apply:

  • If the lead time is less than 30 calendar days from the invoice date, no penalty shall be charged.
  • If the lead time is equal to or greater than 30 calendar days from the invoice date, 15% of the net invoice amount will be charged.

In no case will returns be accepted if the lead time is equal to or greater than 90 calendar days from the invoice date or in the case of parameterised or personalised Products.

Spare parts

MELER does not guarantee that spare parts will be available for the lifetime of its Products. In the event that the CUSTOMER requests a spare part, MELER assumes no responsibility for its unavailability.

Tests

In the event that MELER delivers any type of Product to the CUSTOMER for testing, this must be returned within a maximum period of thirty (30) calendar days from the date of the delivery note, in the same state in which it was delivered by MELER. Failure to do so will be tacitly understood that the CUSTOMER will purchase the Product or Products delivered for testing, and MELER will issue the corresponding invoice for the cost of the Product indicated in the Order and/or in the Quote through which the test is agreed.

Product parameterisation

Any request for specific adaptation to the CUSTOMER’s needs of a Product or a combination of Products shall be subject to a Special Quote. The aforementioned parameterisation will be carried out on the basis of the information provided by the CUSTOMER, for example: measurements, adhesives and other characteristics, both technical and otherwise, provided by the CUSTOMER, which will be considered by MELER to be true, accurate and binding.

In any case, with regard to parameterisation, the CUSTOMER undertakes to make available to MELER free of charge and immediately all the documents, drawings, sketches and other documents necessary to fulfil said Order. Likewise, the CUSTOMER undertakes to ensure that no documentation supplied to MELER infringes the intellectual or industrial property rights of third parties, holding MELER fully unaccountable for any possible claim by a third party for this reason.

MELER will provide parameterisation or customisation services in accordance with the instructions, information and documentation provided by the CUSTOMER. MELER assumes no liability whatsoever for any direct or indirect damages that the CUSTOMER and/or third parties may suffer as a result of any of the following situations: (i) A lack or inaccuracy of information provided by the CUSTOMER; (ii) Incorrect indications or instructions by the CUSTOMER that affect the services provided and/or the operation of the Products, or (iii) problems or malfunctions arising from the combination of the Product or any of its versions with services or products pertaining to the CUSTOMER and/or third parties that were not foreseen at the time of customisation or parameterisation.

For the provision of customisation or parameterisation services, the milestone methodology agreed in the Quote shall be taken into account, so the Services shall be understood to have been correctly provided when the samples presented by the CUSTOMER can be reproduced with the installation of the parameterised Product or Products.

In no case should any parameterised Product or Products be subject to cancellation or refund by the CUSTOMER.

Unless expressly agreed otherwise, the intellectual and industrial property rights that are used or generated in relation to or in connection with the parameterisation or customisation services of the Products shall be the exclusive property of MELER for all forms of exploitation and for the maximum legally permissible period of time. In the event that MELER uses third party works in relation to parameterised Products, these elements will be governed by the licence granted by their owner, and MELER must inform the CUSTOMER of the characteristics and terms of the same.

Commercial documentation

The features, dimensions and performance of the Products shown in the commercial documentation are provided for information purposes only and have no contractual effect. MELER reserves the right to modify this at any time, in whole or in part. MELER shall not be liable for and expressly rejects any liability arising directly or indirectly from any use other than commercial use by the CUSTOMER of the information contained in the commercial documentation.

MELER, as the sole and exclusive owner of the intellectual property rights to the commercial documentation, reserves all rights to the same, expressly prohibiting the total or partial reproduction of the documentation, as well as its modification, public communication by any means (including the Internet) and its distribution to third parties without prior express consent from MELER. Access to the commercial documentation by the CUSTOMER does not grant the CUSTOMER any right or licence over the same.

Instruction manual

With the delivery of the Products, the CUSTOMER is provided with the instruction manual for the same, and the CUSTOMER must comply with this in its entirety. MELER reserves the right to modify the aforementioned manual at any time, in whole or in part, and undertakes to make it available to the CUSTOMER.

The original version of the respective instruction manual for each product may be translated into different languages. In the event of discrepancies between the different original versions of the operating instructions, the original English version shall prevail. In no event shall MELER be liable for any damages that may arise, directly or indirectly, from discrepancies between the translated version of the manual and the English version of the manual.

MELER shall not be liable and expressly declines any responsibility for any damages and/or losses that the CUSTOMER and/or a third party may suffer as a result of using the Product in a way that is not in accordance with the indications and instructions contained in the most updated version of the Instruction Manual.

Commercial guarantee

The commercial guarantee document, which is incorporated as an Annex to the Quote, which regulates the terms and conditions of the same, forms part of these General Purchasing Conditions.

Reservation of ownership

MELER reserves ownership of the goods handed over to the CUSTOMER and which are pending payment or which have been handed over for testing to be carried out by the CUSTOMER. Acceptance by the CUSTOMER of the Quote and/or the Order does not constitute transfer of ownership until the CUSTOMER has paid the price in full. Consequently, as soon as the buyer fails to comply with the payment terms, MELER may directly recover possession of the Products by removing them from the place where they are stored.

All expenses and damages arising from the breach of this Reservation of Ownership shall be borne by the CUSTOMER.

As a consequence of this reservation of ownership, the CUSTOMER undertakes not to establish any charge or lien on the Products, and to state to any third party who intends to seize or confiscate the Products that they are the exclusive property of MELER, showing, to this end, these General Purchasing Conditions and, if the seizure procedure is nevertheless carried out, it will be required that this circumstance be stated in the record that is drawn up of their statements and that note be taken of these General Purchasing Conditions. The CUSTOMER shall immediately inform MELER so that MELER can proceed to defend its rights.

Force majeure

MELER will not be liable for non-fulfilment of the obligations contracted in these General Purchasing Conditions if this is caused by force majeure, such as floods, earthquakes and other natural catastrophes, wars, rebellions, sabotage, threats, blackmail or extortion, blockades, embargoes, strikes and lockouts due to social unrest, as well as actions and omissions by governments, and any other circumstances that may be classified as force majeure as defined in Article 1,105 of the Civil Code.

In the event of force majeure, MELER will notify the CUSTOMER in writing within 72 hours from the time it occurred, attaching the documents proving that it is a case of force majeure.

In the event of force majeure, MELER and the CUSTOMER will jointly decide on the measures to be taken and, if the situation of force majeure lasts for more than 90 calendar days without both Parties reaching an agreement to the contrary, either of them may terminate the relationship covered by these General Purchasing Conditions without any type of penalty.

Intellectual and industrial property

The intellectual and industrial property rights, which may be generated or made available to the CUSTOMER as a result of the provision of the Services or in relation to the Products, belong to MELER and must not be understood to be assigned to the CUSTOMER unless expressly stated otherwise in the Quote or unless expressly accepted by MELER.

However, if necessary for the use of the Product, MELER shall grant the CUSTOMER, during the period indicated in the Quote, a non-exclusive, non-sub-licensable licence of use with a worldwide territorial scope and with sufficient scope to allow the CUSTOMER to use the Product covered by the Quote for the specific purpose and sector foreseen in the Instruction Manual and/or in the Quote.

In any case, each Party shall retain ownership of the intellectual and industrial property rights that it held at the beginning of the relationship or those that have been generated regardless of the relationship.

Support and maintenance

In the event that maintenance and support service is expressly agreed, it shall have the scope indicated in the Quote and shall include a support service for the CUSTOMER relating to the Product, as well as to any Product malfunctions. For the appropriate purposes, MELER will make available to the CUSTOMER the form in which incidents must be reported. Corrective maintenance service does not include support for the CUSTOMER’s other products or systems.

Likewise, if so agreed in the Quote, while the maintenance service provision agreement remains in force, MELER will provide an evolutionary maintenance service so that, in accordance with the software development programme contained in the Product, MELER may make updates and new versions of the Product available to the CUSTOMER, with the CUSTOMER being responsible for their installation. In no case is the compatibility of developments or customisations with new updates guaranteed in such a way that the functionality of customised Products may be affected by the update cycle. Should it be necessary to adapt the customised products to a new update, this development must be subject to a new proposal from MELER.

Liability

MELER shall not be liable for any loss of profit, business, use or data, or business interruption, or indirect, incidental, consequential or punitive damages that are not MELER’s sole responsibility, even if MELER has been informed of the possibility of such damages, regardless of the form of the action.

MELER shall not be liable for any damages that may arise after the relationship between the Parties has terminated, regardless of the cause for termination.

If MELER is liable for damages caused to the CUSTOMER, compensation will be limited to the amount of the services indicated in the Order.

Publicity of the work

MELER may make its relationship with the CUSTOMER public and include the CUSTOMER in its “Portfolio” of customers and may communicate the same by any means it deems appropriate, including through its website. In this regard, the CUSTOMER authorises MELER to use its name and brand for the aforementioned commercial purpose.

Validity and amendment

For a valid, effective contract with MELER, acceptance of these General Purchasing Conditions is an essential and necessary condition, and MELER reserves the right to modify them at any time, either in whole or in part, with those agreed as being valid from the moment of acceptance after the CUSTOMER signs them. The aforementioned amendments do not apply retroactively to previously purchased products.

Confidentiality

For the purposes of these General Purchasing Conditions, Confidential Information shall be understood to be any type of information identified as Confidential, which the CUSTOMER provides, exchanges or to which it gives MELER access for the purpose of executing the Quote. MELER undertakes to maintain the strictest confidentiality and secrecy regarding the Confidential Information, not communicating it in whole or in part to third parties, understanding communication to mean any disclosure of the Confidential Information to third parties, unless this is necessary for providing the contracted services. Notwithstanding the above, any information that (i) has become known to MELER through third parties who have no obligation of confidentiality with the CUSTOMER or by any legitimate means prior to having been received from the CUSTOMER will not be considered Confidential Information, and therefore will not be subject to confidentiality obligations. (ii) Whether it is, at the time of receipt, or subsequently becomes public or is released in the public domain, without breach of confidentiality obligations. (iii) The CUSTOMER authorises MELER to disclose the Confidential Information expressly, in advance and in writing. (iv) MELER is obliged to disclose the Confidential Information at the request of a judicial, arbitration or administrative body. Confidentiality obligations shall remain in force for the duration of the relationship and an additional FIVE (5) years from the end of the relationship.

Independence of the Parties

The relations between the Parties covered by these General Purchasing Conditions are those of two legal entities independent of each other and independent from third parties. Neither Party, nor its employees, shall act, or be construed as acting, as a representative, agent or proxy of the other, nor shall their acts or omissions give rise to any obligation that is binding for the other Party in respect if third parties. Furthermore, neither the conclusion nor the fulfilment of these General Purchasing Conditions may be construed as a partnership or risk-sharing relationship between the Parties hereto.

Nullity or voidability of conditions

The declaration of any of the clauses, or part of the clauses that make up these General Purchasing Conditions as null, void or ineffective shall not affect the validity or effectiveness of the remaining clauses, which shall remain binding for the Parties. The waiver by either Party of any of the agreements set forth herein shall not constitute a general waiver or create a vested right for the other Party.

Priority of documents

The Quote attached to these General Purchasing Conditions forms an integral part of the latter for all legal purposes, and therefore the effectiveness and enforceability of the aforementioned Quote is the same as that of the rest of the General Purchasing Conditions. In the event of any discrepancy between the provisions of the Quote and the General Purchasing Conditions, the provisions of the Quote shall prevail.

Protection of personal data

This Privacy Policy applies to the collection of data by each of the Parties with respect to the processing of the data of the natural persons involved. For clarification purposes, it should be noted that in no case shall data be processed jointly, each of the Parties being responsible for the fulfilment of its own data protection obligations.

The purpose of the processing is the monitoring and execution of these General Purchasing Conditions on the legal basis of compliance with the agreement and/or legitimate interest. The data shall be processed for as long as the relationship between the Parties is in force and, once this has ended, they shall be retained until the end of any periods arising from the fulfilment of legal obligations, including any limitation periods.

The data will not be transferred to any third party unless such communication is necessary to comply with a legal obligation or, where appropriate, for executing the subject matter of these General Purchasing Conditions. Finally, individuals may exercise their rights of access, rectification, erasure, portability, restriction or objection to the processing of their data by sending a written request to the relevant data controller. Should the data subject wish to lodge a complaint, he or she may do so with the Spanish Data Protection Agency atwww.aepd.es.

Should it be necessary for MELER to access personal data for which the CUSTOMER is the data controller in order to provide the services indicated in the Quote, MELER undertakes to sign the data processor contract required by the data protection regulations.

Termination

These General Purchasing Conditions shall be terminated by operation of law upon the occurrence of any of the causes listed below: a) By agreement of both Contracting Parties. b) Due to discharge of the legal personality of any of the Contracting Parties. c) Due to a breach by any of the Parties of its obligations, provided that the Party in breach has not remedied the breach within a period of FIFTEEN (15) calendar days after the other Party has notified it of the breach. d) Due to any other causes for termination that have been included in these General Purchasing Conditions, in the Quote or are permitted by law.

If one of the Contracting Parties breaches any of its obligations and fails to remedy such breach within the aforementioned period of FIFTEEN (15) calendar days after the other Party has notified it of the breach, the other Party may choose either to demand compliance or to terminate the General Purchasing Conditions, and in both cases, it may demand the corresponding compensation for damages, without prejudice to any penalties that may have been provided for certain breaches.

Applicable legislation and competent jurisdiction

These General Purchasing Conditions shall be governed by applicable Spanish legislation. For those cases in which the CUSTOMER is not a consumer and user, and therefore acts as a company, and there is no rule on the subject of jurisdiction that limits the provision thereof, the Parties agree that all questions that may arise with respect to these General Purchasing Conditions shall be subject to the jurisdiction of the Courts and Tribunals of Pamplona (Navarre), expressly waiving any other jurisdiction that may correspond to them. In the event that any regulation prohibits the establishment of a place of jurisdiction in the aforementioned case, it shall be deemed not to have been established, and this section of the General Purchasing Conditions shall be deemed not to have been established.

Place of execution of the General Purchasing Conditions:

The town of Arazuri (Navarra) Pol. Arazuri-Orkoien, c/B, nº3A, E-31170 is deemed to be the place where the contract is to be executed.

Language

In the event of any discrepancy in interpretation between the English, French, Italian, German and Spanish versions of these General Purchasing Conditions, the English version shall prevail over any other version.