1.ORDERS

Orders will be generated by the Buyer by issuing an Order in writing, or by submitting an order by electronic means acceptable to the Seller. Orders must clearly identify the product, quantity, product references, description, manufacturer, delivery date and prices offered by the Seller.

2.PRICES

All prices will be those specified by the Seller or its representatives / agents and are subject to variation without prior notice at any time before the Buyer receives the Order. Written offers are valid for a period of 30 days from the date of the offer and are subject to change or verbal cancellation by the Seller at any time within the validity period of the offer in question. All verbal offers are valid for 30 days from the date of their formulation and will be subject to changes and adjustments regarding the characteristics, quantities, shipping methods or any other circumstance that was not part of the original offer.

The price and availability of the material offered cannot be guaranteed if there are extraordinary circumstances specific to the market or causes beyond the control of the Seller. All prices are from origin or EX WORKS (Seller) and do not include local, regional or state taxes, shipping, management costs or similar, the payment of which will be the sole responsibility of the Buyer. If GOLDNEY ELECTRONICS S.L. incurred such expense or tax, the Buyer will reimburse it as soon as possible.

3.DELIVERIES

All offers made and the materials of the Orders will be sent from the Seller's facilities. The Seller is only liable for the risk of the material until it is delivered to the Buyer's courier / transport service. Unless otherwise agreed in writing, the Buyer is responsible for the cost of transport, management, delivery and insurance costs for the carrying of the product. Unless the Buyer specifies otherwise, the choice of courier service, route and type of service will be the Seller's choice. The Seller is not responsible for delays in delivery or failure to comply with its obligations if it is due to causes beyond the Seller's control, including but not limited to civil or military conflicts, fires, strikes, epidemics, wars, delays in transport or the inability to obtain labor or raw materials. In the case of delay, the contractual delivery date, if any, will be postponed for a period equal to the time lost due to such delay without this entailing any penalty for the Seller. The Seller may delay or cancel shipments to the Buyer due to non-payment by the Buyer in relation to the shipping contract or other existing contracts between the parties. The Vendor shall have the right to serve the order material at one time or partially, within the delivery period provided for in the Order in question.

4.FORMAS DE PAGO

The Buyer will make the full payment of the amount owed, without any deduction within the term and in the manner stipulated in the invoice or offer from the Seller to the Buyer. Unless otherwise agreed and by default the form of payment will be transfer in advance. Any other form of payment must be approved by the Seller's accounting department. The Seller reserves the right to demand, at any time, total or partial payment, prior to the shipment of the material, or to revoke any previously agreed term payment terms if, in the opinion of the Seller, the Buyer's financial situation causes that the transaction is not viable in the agreed terms. Delays in payment will be subject to 2.5% per month or 30% per year, or the maximum interest allowed by law.

5.ACCEPTANCE, INSPETION AND RETURN OF PRODUCT

All orders processed by GOLDNEY ELECTRONICS S.L. They can only be canceled with the prior written authorization of the Seller and in terms in which the Seller is indemnified against any loss incurred. Inspection of the Product is the responsibility of the Buyer. It will be assumed that the Buyer has accepted the Product after 10 days from its delivery, unless the Seller receives written notification from the Buyer, within this period, specifying the reasons for the non-acceptance of the Product. The Buyer refuses the right to return after 10 days from the receipt of the Order. The Buyer will inform the Seller of any discrepancy regarding the quality or quantity of the Product within the aforementioned period. The Seller will not accept the return of any Product without an RMA (Return Material Authorization) that will be issued by the Seller at its sole discretion, upon receipt of a test report prepared by a qualified and independent third party specifying the faults / defects found in the Product. The Product to be returned must be sent in its original packaging, without the serial / lot numbers of the Product having been altered / totally or partially erased. The products will be returned freight paid by the Buyer or as detailed in the RMA. In no case will the Seller accept any return of the Product without its prior written authorization. Those orders qualified by the Seller as 'NCNR' (Non-cancellable non-returnable) cannot be returned, except in the case of electrical or mechanical failure. The Seller reserves the right to charge a 20% restocking fee. In any of the cases and without prejudice to the provisions above, the Seller will not issue any RMA after 30 days from the delivery of the Product to the Buyer.

6.TAXES

The Seller's price does not include any tax or duty on the sale of the Product. The Buyer will pay all taxes or duties with respect to the sale of the Product, or instead, provide the Seller with official documentation proving that the Product is exempt from any duty / tax.

7.LIMITATION OF LIABILITY

GOLDNEY ELECTRONICS S.L. It is not responsible for the breaches or delays in the provision of the obligations contracted under this document due to causes of Force Majeure and beyond its reasonable control and will. The Seller will not be responsible for consequential damages or lost profits, whatever their origin.

8.DANGEROUS AND LIFE SUPPORT APPLICATIONS

Products sold by Goldney Electronics S.L. They have not been designed for use in dangerous equipment, nuclear, or life support machinery or in any other type of device in which, the reasonable consequence of the failure of the Product could lead to physical damage or death. The Buyer who uses the Seller's Product for the aforementioned purposes, does so at his own risk and expense, and undertakes to indemnify the Seller in full for any damages arising from such improper use or sale.

9.PATENTS

Goldney Electronics S.L. does not assume any responsibility with respect to any violation or presumed violation of patents, copyrights, trademarks, or any intellectual property rights, national or foreign, arising from the purchase, use, ownership or sale of the Product by the Buyer. The Buyer undertakes to indemnify and hold the Seller harmless from any claim, damage or expense derived from any violation or alleged violation of patents, copyrights, trademarks, or any intellectual property rights, national or foreign. The sale of the Product does not imply the authorization of the Buyer to use any intellectual property right, patent, copyright or trademark related to the Product.

10.GENERAL

By waiving any other jurisdictional jurisdiction that may correspond to them, the parties submit to that of the judges and courts of Madrid (Spain) for the solution of any litigious issues that may arise from the interpretation or execution of the clauses of this document. The Seller reserves the right to claim from the Buyer all reasonable expenses incurred by the infringement of this agreement, including the legal expenses incurred.