STANDARD TERMS AND CONDITIONS OF SALE

General Sales Conditions

Clause 1 – General Provisions

1.1 These general conditions apply to all contracts concluded by TECNILAB ELECTROMEDICINA SL in Tarragona and all its affiliated companies with other parties, including sales contracts and commission contracts

1.2 These general delivery and payment conditions apply exclusively to the business relationship throughout its duration. TECNILAB ELECTROMEDICINA SL will not recognize customer conditions that conflict with or deviate from these conditions and/or supplement them, unless TECNILAB ELECTROMEDICINA SL has expressly accepted such conditions in writing.

1.3 In these general conditions, "the other party" refers to any person (natural or legal) with whom we establish a contract or who wishes to establish it, including their agents, representatives, assignees, and heirs.

1.4 The applicability of any general condition of the other party is expressly excluded

Clause 2 – Offers and Orders

2.1 All offers made by us are valid for the period indicated in the offer. In the absence of such a term, our offers are non-binding and may be revoked at any time, even if they have already been accepted. In that case, the revocation must be made within 48 hours.

2.2 All offers, price lists, brochures, and other information are provided with the utmost care but are not binding. All information remains our (intellectual) property and must be returned upon request.

2.3 The sending of offers and/or documentation does not imply an obligation to deliver or accept the order.

2.4 We reserve the right to reject orders without giving reasons or to require special conditions for their execution.

Clause 3 - Technical Service (SAT)

3.1 In the event that the customer sends equipment to the TECNILAB ELECTROMEDICINA workshop for maintenance, TECNILAB ELECTROMEDICINA will prepare a budget to resolve the problem presented by the equipment. If not accepted by the customer, TECNILAB ELECTROMEDICINA will invoice the expenses incurred, such as transport, diagnostic time, etc., with a minimum of 1 hour of technical service work

3.2 If the customer sends equipment for repair and the repair costs less than €30, TECNILAB ELECTROMEDICINA will proceed to repair or maintain the equipment without prior acceptance by the customer and issue the invoice for the work performed.

Clause 4 – Contract

4.1 A contract is only established after our acceptance and confirmation, either in writing, fax, email, or other electronic means.

4.2 Any additional agreement or subsequent modification will only be binding if we confirm it in writing.

4.3 We reserve the right to require payment and compliance guarantees from the other party before making additional deliveries.

4.4 Payment of the offer or budget implies acceptance of it.

Clause 5 – Prices

5.1 Unless otherwise indicated, our prices are:

– Based on EXW Tarragona;

– Excluding VAT, import duties, other taxes, transport costs;

– Quoted in euros (€).

5.2 If there is an increase in costs, we can adjust the prices, allowing the other party to cancel the contract within 7 days.

5.3 For shipments outside the European Union, the customer will bear all necessary duties, taxes, or fees for importation.

Clause 6 – Delivery and Inspection

6.1 For orders with a net amount of less than €50, administrative fees will be charged.

6.2 If stock is available, it will be delivered within a maximum of 5 working days after payment, plus transit times depending on the destination.

6.3 The cost of courier will be charged for each delivery, unless otherwise agreed

6.4 The other party must inspect the goods immediately upon delivery.

6.5 Visible damages must be noted on the delivery note or invoice and reported within a maximum of 2 working days.

6.6 Hidden defects must be notified within a maximum of 15 days.

6.7 After these periods, the goods are considered accepted.

6.8 Claims do not exempt payment.

6.9 The return of products will only be possible with written permission and complying with specific conditions

6.10 Partial delivery is allowed

6.11 Delivery times are approximate.

6.12 Customers outside the European Union are responsible for obtaining import permits and licenses. The customer must ensure when making the payment of the offer that they can receive it without legal problems at the chosen site and country of destination.

6.13 In the event that customs issues arise due to the customer not having the necessary import permits or licenses, resolving such issues will be the customer's responsibility

Clause 7 – Transport / Risk

7.1 The method of transport will be determined by us unless specific instructions are given by the customer, who will bear the additional costs.

7.2 Transport is at our expense and risk, unless otherwise agreed.

7.3 Transport carried out for delivery will be invoiced to the customer.

Clause 8 – Force Majeure

8.1 Force majeure is considered any circumstance beyond the control of the parties.

8.2 In case of force majeure, we may suspend or cancel the contract without compensation.

8.3 We may require payment for the part of the contract already executed.

Clause 9 – Liability

9.1 Our liability is limited to the net invoiced value. We are not liable for indirect damages.

9.2 We are not responsible for improper use of the product.

9.3 The other party will indemnify us against third-party claims.

Clause 10 – Warranty

10.1 We guarantee the quality of our products for 6 months after delivery, unless otherwise stipulated.

10.2 For products purchased from third parties, the warranties of their manufacturers will apply.

10.3 The warranty is void if the product is modified or used incorrectly.

10.4 The customer's failure to fulfill obligations voids our warranty obligations.

Clause 11 – Retention of Title

11.1 All delivered products will remain our property until full payment.

11.2 We may recover the goods in case of non-compliance, for which the other party authorizes us to enter their premises.

Clause 12 – Payment

12.1 Unless otherwise agreed, payment must be made in advance for the sale of used or refurbished products.

12.2 For other sales or service contracts, the payment term will be agreed between the parties, which must never exceed 60 days from the date stated in the invoice

12.3 Payments will be applied first to outstanding interest and costs.

12.4 In case of bankruptcy, suspension of payments, non-compliance, etc., we may terminate the contract and demand immediate payment.

Clause 13 – Interest and Costs

13.1 Delay in payment generates interest of 1% per month.

13.2 Legal and extrajudicial costs will be borne by the customer, with a minimum of €120.

Clause 14 – Applicable Law

14.1 Only SPANISH law will apply, excluding international treaties such as the Vienna Convention.

14.2 The English text of these conditions will prevail.

Clause 15 – Disputes

15.1 Any dispute will be resolved before the competent court of Tarragona, Spain.