BSG GENERAL TERMS AND CONDITIONS OF SALE (excluding MRT)

1. SCOPE OF APPLICATION

1.1 This document governs the commercial terms and conditions for the sale of each product agreed between Compañía Española de Laminación, S.L. (hereinafter, the “Seller” or “CELSA”) and the Client. These General Terms and Conditions of Sale form the Sales Agreement between CELSA and the Client (hereinafter, the “Agreement”).

1.2 Any sale and/or supply made by the Seller, including any sale or supply made electronically, shall be governed by this Agreement, except for anything that, differing from what is set out herein, is expressly accepted in writing by CELSA. CELSA does not sell to end consumers; consequently, (i) all sales subject to these General Terms and Conditions are commercial sales and (ii) consumer protection regulations shall not apply to the sales governed hereunder.

No other terms or agreements shall bind the parties or have any legal effect between them unless expressly accepted in writing by CELSA.

1.3 For sales carried out electronically, the Client must register in CELSA’s Customer Portal prior to the delivery of any order, which shall be effectively suspended until the Client is duly registered in such portal. For sales not carried out electronically, these General Terms and Conditions of Sale shall also apply without the need for prior registration in the Customer Portal. This is without prejudice to any client approval process that CELSA may implement, which shall, where applicable, be mandatory and separately complied with.

1.4 Any order placed online through the Customer Portal platform constitutes an offer under civil law; that is, a firm commitment to purchase, whether placed by the Client or by any of its employees or dependents, and the Client shall at all times be responsible for the actions and orders placed by them. In any event, CELSA is not subject to any obligation to accept the orders received.

1.5 The Seller shall not be liable for errors made by the Client or its employees or dependants when determining the quantities of product to be purchased, materials, etc.

2. PLACEMENT OF ORDERS AND SCOPE OF SUPPLY

2.1 When the Client places an order, CELSA may accept it or not. If CELSA accepts the order, it shall notify the Client. Only those orders expressly accepted by CELSA shall be binding upon it.

2.2 If, instead of accepting the order, CELSA makes a counteroffer by modifying some of its terms, the Client must respond to CELSA within 24 hours by any written means (including email), stating whether it accepts the new terms. If the Client does not accept the new terms within that period, the counteroffer shall be deemed rejected and the Client’s original order shall be automatically and definitively cancelled, without the Client being entitled to make any claim in this regard.

2.3  The sale shall include only those supplies expressly and unequivocally detailed in the order accepted by CELSA.

2.4 Weights, dimensions, capacities, technical specifications and configurations relating to the Seller’s products included in catalogues, brochures, prospectuses and technical literature are indicative and non-binding, except where the Seller expressly accepts in writing a specification expressly included in the Client’s order.

2.5 Any cancellations, amendments and/or variations to the scope of an order (except as provided in clause 2.4 above) must always be agreed in writing between CELSA and the Client.

3. PRICES

3.1 The price of each product agreed by the parties shall be set out in the corresponding order confirmation issued by CELSA.

3.2 Prices shown in any offers issued by CELSA do not include VAT or any other tax, duty or charge. Taxes and other duties shall be charged on the invoice at the applicable rates and to the party legally responsible for them.

3.3 Prices shown in offers and/or order confirmation(s) issued by CELSA apply only to the quantities and qualities of material specified therein, and always under the conditions and terms specified therein, and may not be applied by analogy to any other products.

3.4 Prices indicated in any offers issued by CELSA are constructed, among other elements, on the basis of the payment terms specified therein. Consequently, any extension of the payment term agreed by the parties shall entail a corresponding revision of prices in order to duly adapt them to the new agreed terms.

4. ORDERS

4.1 The CLIENT shall place its orders by means of a Purchase Order sent to CELSA stating the list of products to be supplied, the quantities to be supplied, and the place and delivery deadline. Upon receipt of the goods, the CLIENT shall provide CELSA with the corresponding goods receipt note stating any incident relating to the supplied product, without prejudice to the CLIENT’s right to notify CELSA of any non-conformity of the goods within the period indicated in clause 8.1 below.

In the event of justified rejection, CELSA may, at its option, collect the affected product and replace it with conforming product, or agree with the Client an alternative compensation that is mutually satisfactory, all under the commercial terms agreed by the parties at that time.

4.2 If the CLIENT unjustifiably refuses to accept a delivery, CELSA shall be entitled to invoice the CLIENT for the storage costs of the goods and the transport costs it may have incurred.

4.3 Unless the order expressly states a delivery date as an essential term, the delivery period shall be deemed non-essential. Any delay in delivery occurring due to causes outside CELSA’s sphere of responsibility shall not entitle the Client to alter the agreed payment due dates or conditions. Nor shall any claim against CELSA arise in such cases.

4.4 The CLIENT may only reject, in whole or in part, CELSA products supplied in accordance with the Purchase Order exclusively when: (a) there are relevant quality or safety defects in the products or their packaging; (b) there are differences between the quantities ordered and supplied; or (c) there are defects in packaging or labels that render the product unfit for marketing under applicable regulations, including errors or defects in barcodes. In any case, any total or partial rejection must be notified in writing to CELSA within the maximum period indicated in clause 8.1 above, after which the products shall be deemed definitively accepted without objection. In all cases, the CLIENT must duly evidence the occurrence of the situations described above.

4.5 CELSA’s liability is limited to the replacement or destruction of rejected products when they are defective, in accordance with these General Terms and Conditions of Sale, and the CLIENT may in no case claim compensation for loss of profit. CELSA shall not be liable in any event for loss of profits or indirect, incidental or consequential damages, regardless of their nature. CELSA’s liability shall end when the products or goods supplied and considered defective by the CLIENT are mixed, confused or combined with other materials, components or products.

5. PAYMENT TERMS

5.1 Acceptance of the order by the Seller shall include the payment terms for the supply and the CLIENT’s assumption of the obligation to pay in accordance therewith.

5.2 Payment shall be made by bank transfer or by any other legally permitted method that the parties may agree. Payment shall be made without any deduction except those mandatorily provided by law or expressly agreed by the parties in writing.

5.3 If the Client fails to meet the agreed payment due dates or conditions, it shall pay the Seller, without prior demand being required, late-payment interest in accordance with applicable legislation establishing measures to combat late payment in commercial transactions.

5.4 If the Client breaches its payment obligations at the agreed due dates, the Seller, in addition to exercising any remedy available under applicable law without limitation, may suspend deliveries or terminate the supply contract and/or the performance of related services, without prejudice to CELSA’s right to claim from the Client compensation for damages suffered as a result of the breach. Without prejudice to the foregoing, where deferred payment has been agreed, non-payment of any instalment shall entitle CELSA to declare the debt immediately due and payable and to claim full payment from the Client. The use of one or more remedies provided for in these General Terms and Conditions or in the law shall not constitute a waiver of the other remedies.

5.5 Where there is a complaint or claim relating to the content of an invoice, it shall only be considered if submitted within a maximum of 30 days from its issue date. Submission of a complaint or claim shall not exempt the CLIENT from strictly complying with payment terms and deadlines. The Buyer’s submission of a claim shall not entitle it to suspend payments or to make reductions of any kind.

5.6 If CELSA has reasonable grounds to believe that the Client will not be able to meet its obligations under the Agreement or any other contract entered into with the group of companies to which CELSA belongs (including companies in which CELSA holds any direct or indirect interest and companies that hold any direct or indirect interest in CELSA), CELSA may at any time suspend performance unless the Client immediately pays the full price and satisfies other outstanding payments arising under other contracts with the CELSA Group or provides CELSA with a joint and several bank guarantee payable on first demand for the outstanding amount. CELSA shall immediately notify the suspension, granting the Client a reasonable period to make the payments or provide the guarantee, after which the Seller may terminate the contract. This is without prejudice to the other rights granted to CELSA by law and these General Terms and Conditions in such cases.

5.7 If the sale to the Client is covered by credit insurance and, during or pending the supply, the insurer notifies the Seller that it withdraws coverage in relation to that client, CELSA may suspend deliveries unless the Client immediately pays the full price or provides CELSA with a joint and several bank guarantee payable on first demand for such amount. CELSA shall immediately notify the suspension, granting the Client a reasonable period to make the payments or provide the guarantee, after which the Seller may terminate the contract. This is without prejudice to the other rights granted to CELSA by law and these General Terms and Conditions in such cases.

6. LOGISTICS

6.1 Delivery shall be made at the place and under the conditions agreed between the parties. CELSA shall not be obliged to deliver goods if the Client is not fully up to date with its payment obligations towards CELSA.

Delivery times shall be calculated as follows, without prejudice to the provisions of clause 6.2 below:

1. Where a fixed delivery date is established, the order shall be delivered on that date, insofar as this is possible.
2. Where, instead of a specific delivery date, a time period is set for delivery (for example, three weeks), such period shall start to run from CELSA’s acceptance of the order (or from CELSA’s receipt of the technical specifications, if later).

If no delivery date is agreed, CELSA shall deliver the goods in accordance with the production schedule it deems appropriate. In such case, CELSA shall also be entitled to make partial deliveries.

If the Client refuses to receive or collect the goods at the agreed place, CELSA shall be entitled to invoice the Client—who hereby accepts—an amount of 80 euros per Ton and per each day elapsed until the goods are effectively collected, and to claim any other damages suffered by CELSA, without prejudice to its right to terminate the contract and any other rights under these General Terms and Conditions and applicable law.

6.2 The Seller shall not be obliged to comply with the delivery time where so provided by law or these General Terms and Conditions, or where any of the following situations occur:

1. a)       The Buyer fails to provide, on time, the documentation necessary to perform the supply.
2. b)       The Buyer has breached (i) any obligation set out in the order issued by the Client and accepted by CELSA, or (ii) these General Terms and Conditions.
3. c)       Due to a cause not attributable to the Seller, there are delays in the production or availability of all or some of the elements of the purchase order or supply. By way of example but not limitation, the following causes of delay are included: strikes by suppliers, transport and service providers; failures in third-party supplies; failures in transport systems; floods; storms; disturbances; strikes; work stoppages by the Seller’s staff or its subcontractors; sabotage; accidental shutdowns in the Seller’s workshops or facilities due to breakdowns.

In cases (a), (b) and (c) above, the new delivery times shall not modify the payment schedule for the supply.

7. PACKAGING AND TRANSPORT

7.1 Unless previously agreed with the Client, the packaging of equipment and materials subject to the supply is not included in the price.

7.2 Transport, including loading and unloading, shall be carried out in accordance with the conditions specified in the offer issued by CELSA or in the Client’s order accepted by CELSA.

8. INSPECTION AND ACCEPTANCE

8.1 Upon receipt of the supply, the Buyer shall verify its contents.

Any defect in quality and/or quantity and/or weight attributable to the Seller that is visible or apparent must be reported by the Buyer in writing at the time of delivery. The Buyer shall record the defect on the delivery note and on the transport delivery document.

Any other defect other than those set out in the preceding paragraph must be reported by the Buyer in writing to CELSA within no more than 10 days from receipt of the goods, unless otherwise agreed by the parties, expressly waiving the provisions of Article 342 of the Spanish Commercial Code.

8.2 If the supply has defects and/or shortages attributable to the Seller and these are notified within the timeframe and in the manner provided in the preceding clause, CELSA shall take the measures provided for in these General Terms and Conditions to remedy them.

Once the aforementioned periods have elapsed without the Seller having received written notice from the Buyer of any defects or shortages, the order shall be deemed accepted for all legal purposes, and no subsequent claim may be made.

8.3 Unless otherwise agreed, the parties expressly accept that there may be variations in the weight of the goods of approximately +/- 4.5% over invoiced weights, among other reasons due to differences in scale tare settings.

If the weight difference exceeds the above, the Buyer must notify the Seller in writing within the period provided in clause 8.1 above, attaching the corresponding weighbridge tickets and the scale calibration certificate showing the differences. Once verified, such differences must be paid to the buying or selling party, as applicable, depending on whether there is a shortage or an excess.

8.4 The Client acknowledges and accepts that it is usual for there to be a certain degree of rust on the surface of the product. Products are not guaranteed to be rust-free (outdoor storage). Claims shall only be admissible in cases where the “High D” grade of the American Rust Standard is reached, which both parties declare they know and accept.

9. CLAIMS

9.1 Unless otherwise agreed by the parties in writing, any claim relating to the supply must be accompanied by evidence or samples of the rejected material (physical samples of defective material, breaks, tests performed by the buyer, etc.), as well as a brief report on the causes or reasons for the rejection.

Once the samples have been analysed by the Seller, the Seller shall have the right to verify all material affected by the claim.

9.2 Returns or shipments of material to the Seller’s facilities, whether for credit, replacement or repair, must be carried out as agreed by the parties and under suitable conditions to preserve the condition of samples or products and the safety of handling.

9.3 In no event shall returns of, or claims regarding, materials that have been used or assembled in other equipment or installations be accepted.

10. WARRANTIES

10.1 Where the goods effectively present any defects or shortages attributable to the Seller and these have been notified in the manner and within the time limits described in these General Terms and Conditions, the Buyer shall be entitled for the Seller to take one of the following actions, at the Seller’s option:

1. Refund to the Buyer of the amount paid by the Buyer to the Seller for the defective goods; or
2. Replacement of the defective goods with non-defective goods; or
3. At the Seller’s expense, carrying out the necessary adjustments to the material.

10.2 Unless otherwise agreed in writing, the Seller shall in no event bear the costs of adjustments or rework carried out on the material by personnel other than CELSA.

10.3 This warranty excludes damage caused by improper handling, storage or preservation, and in general any damage arising from any cause not directly attributable to the Seller. Any claim shall be rejected if, after defects are identified, or at the time they should have been identified, the Client continues processing the products.

10.4 CELSA does not warrant that its products are suitable for the specific use made by the Client, nor that they are appropriate for its use, transformation and/or for the coating operations to which the Client may intend to subject them. The Client shall be responsible for any damages resulting from the use and/or transformation and/or finishing and/or coating of the products and undertakes to hold CELSA harmless from any third-party claim in this regard. CELSA warrants only the delivery of a product manufactured in compliance with the product standards commonly applied to the production of structural steels.

10.5 Unless applicable law imperatively imposes additional warranties, this warranty constitutes the only warranty applicable to products or materials sold by CELSA.

11. LIMITATION OF LIABILITY

11.1 Under no circumstances shall the Seller be liable for indirect or consequential damages that may arise as a result of the supply; by way of example but not limitation: loss of production, loss of profit, cost of capital, shutdown costs, deterioration of or actions in equipment, systems and buildings of the Buyer or third parties, and others, whether such damages occur at the Buyer’s facilities, as well as at those of its customers, or the customers of such customers. The Client shall hold CELSA harmless from any third-party claim on this basis.

11.2 In any case, and unless mandatory law provides otherwise, the Seller’s total liability arising from the supply shall be limited, as a maximum total amount, to the value of the supply giving rise to the specific claim. The Client shall hold CELSA harmless from any third-party claim in contravention of the above.

12. RETENTION OF TITLE:

12.1 The goods sold shall remain the property of CELSA until full payment by the Buyer.

12.2 For these purposes, the Buyer undertakes to keep the sold goods duly marked as being owned by CELSA until payment is received. Likewise, the Buyer undertakes to inform and warn any third party that CELSA is the owner of the goods until full payment of the supply has been made.

13. INDUSTRIAL AND INTELLECTUAL PROPERTY. CONFIDENTIAL INFORMATION

The relationship between Seller and Buyer does not imply any assignment or licence of any kind in relation to CELSA’s intellectual and industrial property rights. Any intellectual and industrial property rights that may arise as a consequence of the supply governed by these General Terms and Conditions shall belong entirely to CELSA, which may register and use them to the extent it deems appropriate.

The Client shall treat as strictly confidential all plans, drawings, procedures, instructions, documents and any other information supplied by CELSA to the Client (except to the extent such information is public knowledge) and may not disclose it, in whole or in part, to third parties without CELSA’s prior written consent. The Client may not use such information for any purpose other than the intended purchase transaction.

14. GOODS PRODUCED TO CLIENT SPECIFICATIONS

CELSA assumes no liability regarding the suitability, accuracy or validity of the information, specifications, instructions and/or plans (“Information”) provided by the Client. The Client shall indemnify and hold harmless CELSA, its employees, officers, directors and representatives from any damage or liability arising from the use of such Information.

15. TERM

This Agreement shall take effect from the date of the first order confirmation issued by CELSA. The Agreement shall remain in force for a term of 1 year, automatically and tacitly renewable for successive one-year periods, except where either party notifies the other party of its intention not to renew at least fifteen (15) days prior to the end date of the initial period or any renewal thereof.

16. JURISDICTION AND GOVERNING LAW:

The parties expressly waive any jurisdiction that may correspond to them and submit to the jurisdiction and competence of the Courts and Tribunals of Barcelona (Spain).

This Agreement shall be governed by Spanish law.