General terms and conditions of sale

General Terms and Conditions of Sale Applicable 2023.

1. Scope of application.

1.1. These General Terms and Conditions of Sale ("GSC - GSC" - General Terms and Conditions of Sale) shall apply to all sales, deliveries, offers and related online orders or quotations made or to be made by European Truck and Bus Parts S.A. to other companies or traders.

1.2. These GCS shall be deemed to be fully accepted by the Customers by the mere fact of placing an order or orders or by accepting a quotation.

1.3. It is expressly excluded the application to the relations established between European Truck and Bus Parts S.A. and the Clients of any other general conditions other than the present ones and which may be available to the Clients, even if the Company has prior knowledge of them, without it being necessary for the Company to make any type of reservation or proviso in this respect. The acceptance of any other general conditions shall require, with the express consent of the Company, to be formulated in writing.

2. Quotations Quotations and Orders.

2.1. Offers and quotations from European Truck and Bus Parts S.A. are not binding and are therefore subject to change, insofar as the order placed by the Customer and based on an offer or quotation has not been confirmed in writing by European Truck and Bus Parts S.A.

2.2. All orders shall require, in order to be binding for European Truck and Bus Parts S.A., written acceptance of the order confirmation. Preparation, packaging and dispatch to the Customer shall not take place without such prior confirmation.

2.3. Orders containing any kind of penalty will not be accepted.

2.4. The minimum amount of an order must be €300.00 (excluding VAT) respecting the packaging units defined for each article, obtaining the transport conditions paid to the delivery address selected by the Customer within the Iberian Peninsula.

Transport to the Canary Islands and Portugal is carried out under Ex Works conditions.

3. Information contained in catalogues and on the web.

European Truck and Bus Parts S.A. will take the greatest possible care to ensure that the descriptions, images and, in general, the information contained in the catalogues and on its website are accurate. Notwithstanding the foregoing, and unless otherwise agreed, such elements are merely approximate and for guidance purposes only, and are therefore not binding and are not guaranteed, and European Truck and Bus Parts S.A. will not assume any responsibility for any possible inaccuracies that may exist in its catalogues and website.

4. Pricing.

4.1. Prices shall apply according to the tariff in force on the date of acceptance of the order.

4.2. Unless expressly agreed, prices shall always be in Euros, exclusive of taxes, and the legally applicable taxes shall be added to the final order or estimate.

4.3. If for any reason during the operational management of the order there are increases in the applicable rates, European Truck and Bus Parts S.A. will adjust the prices to the new rate, prior written notification to the Client.

4.4. For transactions made in currencies other than the Euro, the Customer shall be responsible for any possible variation in the exchange rate of the currency.

4.5. European Truck and Bus Parts S.A. reserves the right to charge extra charges for accepting orders with a value lower than the minimum amount fixed at any time, as well as for services in the supply of orders that do not reach the minimum units indicated in the current tariffs (net rate).

5. Method of payment.

5.1. Registered customers shall pay the amounts due in the manner indicated by European Truck and Bus Parts S.A. (direct debit, bank receipt, bank transfer, bank cheque, credit card, etc.) within 60 days from the date of the invoice issued for the goods or services rendered.

5.2. In all other matters relating to payments, the provisions of BOE-A-2004-21830 Law 3/2004 of 29 December 2004, in this version, shall apply at all times.

5.3. Customers may only offset their claims against those against European Truck and Bus Parts S.A. or withhold payments to which they are entitled in the case of liquid, due and payable claims that are expressly acknowledged by European Truck and Bus Parts S.A. or by virtue of a final court judgement.

5.4. If Customers are in default, and as long as they remain in such a situation, European Truck and Bus Parts S.A. without prejudice to the exercise of all other rights to which it is legally entitled, in particular the termination of the contract, shall not be obliged to make any provision in favour of Customers under any contracts that may be in force between European Truck and Bus Parts S.A. and Customers.

5.5. If the Customer is in default, the early maturity of all credits that European Truck and Bus Parts S.A. has with him, regardless of the maturity date of these.

6. Delivery of goods.

6.1. Unless otherwise agreed, it shall be understood that the delivery times that may be indicated by European Truck and Bus Parts S.A. are merely indicative and are therefore not essential, and European Truck and Bus Parts S.A. does not assume or assume any responsibility as a consequence of exceeding these delivery times.

6.2. The start of the delivery period will occur on the date of confirmation of the order by European Truck and Bus Parts S.A. provided that on that date all the details of the order and the Customer has provided the documentation or materials that, where applicable, are required. . European Truck and Bus Parts S.A. shall in any case be entitled to terminate the contract if the Customer refuses to clarify the order details or to provide the required documentation or materials or fails to do any of these things within a reasonable time after being requested to do so.

6.3. In the event that essential deadlines are set, the Customer shall, however, be deemed to have been granted, in the event that such deadlines are exceeded, and without prejudice to the following, a period of grace for a reasonable time. period.

6.4. European Truck and Bus Parts S.A.'s obligation to supply shall always be understood to be conditional upon the punctual and agreed delivery of materials by European Truck and Bus Parts S.A.'s suppliers, as well as the punctual fulfilment of obligations.

Customer Payment.

6.5. In the event of force majeure or any unforeseen event at the time of conclusion of the contract, such as natural disasters, fire, administrative measures, lockouts, lack or deficiency of raw materials and energy, and which are not attributable to European Truck and Bus Parts S.A., European Truck and Bus Parts S.A. may either extend the delivery periods, in the event that such events and facts are temporary, or withdraw from the contract, in the event that they are not temporary, make it impossible or impossible to deliver the goods, European Truck and Bus Parts S.A. may either extend the delivery periods, in the event that such events and facts are transitory, or withdraw from the contract, in the event that they are not transitory, make it impossible or difficult to provide or perform the services in an essential manner, or it cannot be reasonably foreseen when they will cease. The same rule shall apply when such events and occurrences affect suppliers of European Truck and Bus Parts S.A. In the event that European Truck and Bus Parts S.A. chooses to withdraw from the contract, the settlement shall take place between the parties concerned without either party being able to claim damages from the other.

6.6. Unless otherwise agreed, European Truck and Bus Parts S.A. may make partial deliveries.

6.7. Except with the express written consent of European Truck and Bus Parts S.A., returns of goods will not be accepted. For the processing of any return, prior and duly authorised, the Customer must send the goods carriage paid, indicating the delivery note number and the date of delivery. The returned goods must be in perfect condition and in their original packaging.

7. Risk transfer.

7.1.- The risks of loss or deterioration of the goods shall be transferred to the Client from the moment of delivery or provision of the goods.

7.2. In the event of delay in delivery or provision for reasons attributable to the Customer, the transfer of risk shall take place from the moment at which, in accordance with the agreement, delivery or provision has taken place.

8. Domain reservation.

8.1. The ownership of the goods shall remain with European Truck and Bus Parts S.A. if the Customer has not paid the price for the goods in full.

8.2. The Customer may, however, in the ordinary course of its business, provided that it is up to date with its obligations, sell the goods subject to retention of title, but may not, however, pledge them or transfer ownership of them as security, unless European Truck and Bus Parts S.A. gives its written consent.

8.3. The Customer irrevocably assigns to European Truck and Bus Parts S.A., in its entirety and in a generic manner, by the sole fact of contracting with European Truck and Bus Parts S.A. without the need for an additional specific agreement for each particular case, all rights relating to the goods subject to the reservation of title, in particular, the credit rights that the Customer holds in its favour in relation to said goods and which derive from the sale of the same to third parties or from any other title.

8.4 In the event that Customer transforms or processes in any way the goods subject to retention of title or combines or mixes them with other goods, European Truck and Bus Parts S.A. shall be entitled to a co-ownership right in the product resulting from the combination or mixing in the proportion of the invoice value of the goods subject to retention of title to the invoice value of the other goods used in the combination or mixing. If the co-ownership rights of European Truck and Bus Parts S.A. are extinguished as a result of the combination or mixing, the Customer irrevocably transfers to European Truck and Bus Parts S.A. by the sole fact of contracting with European Truck and Bus Parts S.A. Bus Parts S.A. the ownership rights to the new product to the extent of the invoice value of the goods subject to retention of title, and undertakes to safeguard the new product for European Truck and Bus Parts S.A. free of charge. The co-ownership rights arising in this way shall be deemed to be goods subject to retention of title and shall therefore apply to this condition.

9. Complaints about the products.

9.1. Complaints regarding the number and condition of the packaging of the delivered goods shall be made immediately upon delivery of the goods and shall be recorded on the delivery note. Subsequent complaints regarding these matters shall be excluded.

9.2. Claims relating to the number, state, identification and references of the goods, as well as those relating to any visible or apparent defects, must be notified to European Truck and Bus Parts S.A. in writing and, in detail, as soon as possible and in any case, within ten working days following the date of delivery, always specifying the delivery note number. If the Client does not notify such defects within the period indicated, the goods shall be deemed to be accepted, except with regard to the possible existence of hidden defects.

10. Warranty against original hidden defects.

10.1. With regard to hidden defects in the goods, European Truck and Bus Parts S.A. grants a guarantee for a period of one year from the date of delivery of the goods in question. This guarantee refers exclusively to hidden defects of an original nature, i.e. defects caused by external agents or by incorrect use, installation, conservation, treatment or storage.

10.2. The rights arising from the guarantee may only be exercised by the Customer and may not be assigned to a third party.

10.3. Complaints based on the guarantee must be made in writing, also in detail and with the delivery note, at the latest within five days from the date on which the defect becomes apparent. Otherwise, the goods supplied shall be deemed to have been accepted with the defect.

10.4. All warranty claims to which the Customer is entitled shall lapse if the Customer does not allow immediate inspection of the defects to which the complaint relates. Return of the goods may only be made with the express permission of European Truck and Bus Parts S.A. Claims based on warranty do not release the Customer from the obligation to pay for the goods.

10.5. In relation to claims based on the warranty, the Customer shall be entitled, at the option of European Truck and Bus Parts S.A. to replacement of the defective goods, repair, amendment of the contract, or reduction of the price of the goods to which the claim refers.

10.6. This warranty is without prejudice to the more extensive warranty given by the manufacturer of the goods.

11. Responsibilities.

11.1. European Truck and Bus Parts S.A. shall not be liable for damages, whatever the legal basis for liability (impossibility of delivery, delay, defective delivery, breach of contract, breach of pre-contractual obligations, non-contractual liability, unfair actions, etc.), unless there is fraud or gross negligence.

11.2. This limitation of liability shall not apply in respect of breach of essential contractual obligations, damage to life and limb, and in cases where liability is mandatory, e.g. under the applicable product liability law.

11.3. European Truck and Bus Parts S.A. shall in any case only be liable for direct damages and typically contractual damages that were foreseeable at the time of conclusion of the contract. Any liability for loss of profit is excluded.

11.4. Claims for damages against European Truck and Bus Parts S.A. may only be brought by the Customer, who may not assign them to third parties.

11.5. If the damage caused was covered by insurance contracted for this purpose by the Client, European Truck and Bus Parts S.A. shall only be liable for the damage actually caused to the Client, such as a possible increase in the premiums of the insurance contracted or the interest derived from the payment of compensation until the regularisation of the compensation for damages by the Client's insurance company.

11.6. To the maximum extent legally permitted, the liability of European Truck and Bus Parts S.A. shall not exceed the price of any of the services provided by European Truck and Bus Parts S.A.

12. Applicable law and jurisdiction.

12.1. The relationship between European Truck and Bus Parts S.A. and the Client shall be governed by Spanish General Common Law (Commercial Code, Civil Code and other national regulations). In the event that the Client is a foreign entity, it is expressly excluded from the application of the United Nations Convention on the International Sale of Goods (CISG), as well as any other rule of uniform law of supranational scope.

The application of the conflict rules of Spanish law, in particular the rules of renvoi, is also expressly excluded.

12.2. Any dispute or controversy that may arise between the parties in relation to these T&Cs and/or the contracts signed under them shall be submitted to the jurisdiction of the courts and tribunals of the city of Barcelona (Spain). However, the latter and, if it so wishes, European Truck and Bus Parts S.A. may take legal action against the Customer in the courts of the Customer's domicile. In any case, the legal provisions on this matter are of an imperative nature.

Junio 2023.