General Terms and Conditions of Sale of Rocoparts S.L.

1.- Scope of Application.

(I) These General Terms and Conditions of Sale (“GTCS”) shall apply to all sales, services, and related offers and orders carried out by ROCOPARTS S.L., headquartered at Calle Magdalena Corcoll number 11, Molins de Rei, with tax ID number B-65.328.353 (hereinafter the “Company”), for other businesses or traders (hereinafter the “Client(s)”). The Company sells and processes orders only for original spare parts in their original packaging (hereinafter the “Products”), exclusively wholesale, to other traders who do not act as “consumers” but intend to resell the purchased products to their customers.

(II) These GTCS shall be deemed fully accepted by the Clients by the mere fact of placing an order or requesting information.

(III) The application of any other general conditions different from these, as well as those that the Clients may have, is expressly excluded in the relationships established between the Company and the Clients, even if the Company is aware of them, without the Company needing to make any reservation or exception in this regard. Acceptance of any other general conditions will require the Company’s explicit written consent.

2.- Offers and Orders.

(I) Offers are always and in all respects subject to the subsequent written acceptance of the corresponding order by the Company.

(II) Any condition stipulated by the Client in the order that does not comply with the GTCS shall be considered ineffective.

(III) Orders for a specified quantity of Products may be fulfilled through partial or complete deliveries.

3.- Acceptance of Orders.

Upon receiving an order, the Company will send an acceptance conditional on the payment by transfer of a pro-forma invoice for twenty-five percent (25%) of the order’s total price. After receiving payment for said pro-forma invoice, it will process the order and send the definitive acceptance of the order.

Once payment of the aforementioned pro-forma invoice has been made, the Client may not cancel the order, either totally or partially.

4. Information contained in catalogs and on the web.

The Company will take the greatest possible care to ensure that the descriptions, drawings, and, in general, the information contained in its catalogs and on its website are accurate. However, such elements will be merely indicative and approximate.

5. Prices.

I) Prices will be quoted in Euros and net of taxes and expenses. They will be applied according to the Ex Works El Papiol – Barcelona (Franco Fábrica) rate (i.e., net of taxes, insurance, and shipping costs) valid on the Company’s website on the order entry date.

(II) To these prices will be added, if applicable, any legally mandated taxes. Customs duties, if incurred, will always be the responsibility of the Client.

(III) Payment will always be in Euros, and any eventual variation in the exchange rate will therefore be borne by the Client.

(IV) All bank charges will be borne by the client.

6. Payment of the Remaining Order Balance.

(I) The payment of the remaining balance of the order, including the price and taxes, if applicable, will be made via bank transfer in advance, prior to the shipment of the Products. This payment is due within 48 hours following the Company’s communication of the definitive acceptance and issuance of the final invoice.

(II) The payment date will be the day the Company actually receives the payment.

7. Delivery of the Products.

(I) Along with the order acceptance, the Company will indicate the approximate shipping date. Delivery times are merely indicative; therefore, they are not essential, and the Company will not assume any responsibility for exceeding these deadlines.

(II) In cases of force majeure or any unforeseeable event at the time of contract conclusion, such as natural disasters, fires, administrative measures, legal lockouts, lack or deficiencies in raw materials and/or supplies, and which are not attributable to the Company, the Company may either extend the delivery periods if such assumptions and events are temporary, or withdraw from the contract if they are not temporary, essentially hinder or make the supply or performance of services impossible or difficult, or if it cannot be reasonably foreseen when they will cease. The same rule will apply when such events and occurrences affect the Company’s suppliers. Should the Company choose to withdraw from the contract, the corresponding settlement will be carried out between the parties, with both parties waiving any further claims or demands.

(III) If a manufacturer replaces any reference of a Product, the Company will supply the one it receives from the manufacturer.

(IV) No returns of any Product will be accepted without the express consent of the Company.

(V) Returns due to purchase withdrawal will not be accepted under any circumstances.

(VI) Returns will only be accepted for: i) Products that are defective or in poor condition upon receipt by the customer, provided the Client can prove the damage with photographs, and/or ii) Products that do not match the order accepted by the Company.

8. Transfer of Risks.

(I) The risks of loss or damage to the Products will be transferred to the Client at the moment of delivery to the carrier.

(II) If the delivery or making available is delayed due to a cause attributable to the Client, the transfer of risks will occur from the moment the delivery or making available should have taken place according to the agreement.

9. Claims Regarding the Products.

(I) Any obvious claims regarding discrepancies with the accepted order and/or the condition of the packaging of the supplied Products must be made immediately in writing, including photographs, at the time of delivery. These claims must also be noted on the delivery receipt. Any subsequent claims concerning these issues are excluded.

(II) Any claims regarding visible or apparent defects must be notified to the Company in writing, with detailed descriptions and accompanying photographs, as soon as possible and, in any case, within three (3) business days following the delivery date. The delivery note number must always be specified. If the Client fails to notify such defects within the stated period, the Products will be considered accepted, except concerning the possible existence of hidden defects.

(III) Regarding any hidden defects in the Products, the Company grants a warranty for a period of six (6) months from the date of delivery of the Products in question. This warranty exclusively covers original hidden defects, meaning it excludes defects caused by external agents or incorrect use, installation, preservation, treatment, or storage.

(IV) Claims made for any hidden defects must also be submitted in writing and in detail, indicating the delivery note, no later than five (5) days following the date the defect was revealed. Otherwise, the supplied Products will be considered accepted for all purposes.

(V) All of the Client’s claim rights will become null and void if the Client does not immediately allow for the inspection of the defects mentioned in the claim. The return of Products can only be made with the Company’s express prior authorization.

(VI) In relation to claims, the Client will only be entitled, at the Company’s discretion, to the replacement of defective Products, their repair, modification of the contract, or a reduction or, if applicable, a refund of the price paid for the Products to which the claim refers.

(VII) Whatever solution the Company provides for the claim, it is understood to be without prejudice to any warranty that the manufacturer of the goods might offer.

10. Limitation of Liabilities.

(I) The Company will not be liable for damages, regardless of the legal basis of liability (impossibility of performance, delay, defective supply, breach of contract, breach of pre-contractual obligations, tortious liability, unfair acts, etc.), unless there is fraud or gross negligence.

(II) This limitation of liability will not apply to the breach of essential contractual obligations, damages against life and physical integrity, and in cases where liability is mandated by an imperative legal norm, for example, in accordance with the applicable regulations concerning civil liability for damages caused by defective products.

(III) The Company will only be liable, in any case, for direct damages and for typically contractual damages that were foreseeable at the time of contract conclusion. All liability for lost profits is excluded.

(IV) Actions for damages against the Company may only be exercised by the Client, who cannot transfer them to third parties.

(V) If the damages caused are covered by insurance taken out for that purpose by the Client, the Company will only be liable for the actual losses incurred by the Client, such as a potential increase in insurance premiums or interest arising from the payment of compensation until the regularization of the compensation by the Client’s insurance company.

(VI) To the maximum extent legally permitted, the Company’s liability will not exceed the price paid by the Client.

11. Privacy and Personal Data Protection.

(I) In compliance with the provisions of Law 3/2018 of December 5, 2018, on Personal Data Protection and Guarantee of Digital Rights, and EU Regulation 2016/679 of April 27, 2016, the Company informs the user that all personal data provided to us through the website will be incorporated into a file created and maintained under the Company’s responsibility.

(II) The personal data will be used for the purpose of managing the services offered, processing orders, carrying out administrative tasks, and sending technical, commercial, or advertising information via regular mail or electronically to its clients or users about products or services that may be of interest to them. This acceptance will always be revocable.

(III) The Company guarantees the confidentiality and security of your personal data when it is processed, as it has implemented the data processing policies and security measures referred to in Article 28 of Law 3/2018 and Article 24 of EU Regulation 2016/679.

(IV) By voluntarily providing their data or that of third parties, the Client admits to having the consent of said third parties for the transfer of their data, and expressly consents to its automated or non-automated processing by the Company, as well as its transfer to other entities whose connection with their data is necessary or legally mandatory.

(V) The client can exercise their rights of access, rectification, portability, and erasure of their data, as well as the rights to limit and object to its processing, by contacting ROCOPARTS SL. via email at info@rocoparts.es.

12. Applicable Law and Competent Forum.

(I) The relationship between the Company and the Client will be governed by general Spanish common law (Commercial Code, Civil Code, and other national-level regulations).

(II) Any dispute or controversy that may arise between the parties in relation to these General Terms and Conditions of Sale (CGV) and/or the contracts signed thereunder, will be settled before the jurisdiction of the courts and tribunals of the city of Barcelona (Spain). Notwithstanding this, and if it so wishes, the Company may initiate legal action against the Client before the courts of the Client’s domicile. All imperative legal provisions on this matter remain reserved in any case.

13. Eventual Discrepancies.

In the event of any discrepancies, the Spanish text of these general conditions shall prevail.