GENERAL CONDITIONS OF SALE

All sales and the supply of products (equipment, consumables, spares and services) from “Giró GH, S.A.U.” (hereinafter, Giró), with registered offices at Jaume Ribó,35-37, Badalona 08911 (Barcelona) and NIF [Tax ID Number]. A-60.693.496, to the requesting individual or legal entity (hereinafter, the Customer), referred to jointly as the “Parties", will be subject to the following conditions:

1. General Provisions

The sale of Giró products and services is carried out in accordance with these General Conditions of Sale (hereinafter, GCS) that the Customer acknowledges and accepts when receiving an offer from Giró or when submitting an order, except in everything expressly agreed differently in the corresponding offer or in the acceptance of the order, hereinafter Specific Conditions of Sales (“SCS”), which prevail over these GCS. Anything not included in the GCS or in the SCS, will be subject to the provisions of the Commercial Code and, subsidiarily, those of the Civil Code.

2. Industrial and Intellectual Property

The industrial and/or intellectual property of the offer and the technical or commercial information accompanying it regarding the products supplied, as well as any items, plans, drawings, “software”, etc. incorporated or related to them, belong to Giró or its suppliers, and therefore, the total or partial copy thereof, the transfer of use in favour of third parties or its use by the Customer for purposes other than the fulfilment of the contract, is expressly prohibited without the prior express consent of Giró specially if it is marked as “Confidential” or “Company Secret”.

The Customer shall adopt organizational, personal, or technical security measures to safeguard the integrity and confidentiality of the information provided by Giró and to avoid not authorized access to the information. In order to warrant the confidentiality, it shall apply the same grade of diligence that applies to its own confidential information. Therefore, it shall grant restricted access only to Giró’s information. The access to the confidential information or the information classified as company secret shall be under a strict need to know principle. Only designated personal shall have access. Those designated personal shall be informed of the confidential nature of such information and shall subscribe the according confidentiality agreements with equivalent terms and conditions as the ones provided in the present clause.

The Customer shall not totally or partially modify the information or provided material. In particular, it is expressly prohibited to perform operations of reverse engineering, decompile or disassemble, without the necessary and previous Giró’s authorization. The Customer also likewise commits not to allow any third party to perform the previous forbidden actions.

The Customer may not modify, alter, cover, or omit the brand names or trademarks on Giró Products without prior written authorisation from Giró.

All intellectual and industrial property rights arising from and/or related to data and/or documents provided or prepared by Giró will continue to be the property of the latter, unless otherwise agreed, with the Customer not granted any type of right or license in relation to the information or material transferred.

The designs of the printed material made by Giró are the property thereof and it reserves the right to take any legal actions deemed appropriate if they are copied or plagiarised by third parties.

Giró declines all responsibility for copying or plagiarism in the production and sale of printed material requested by the Customer, the latter being responsible for the proper use of the designs, brands, logos, photographs, etc. where the reproduction and/or adaptation, modification, etc. has been entrusted to Giró. Giró undertakes not to use designs that have come into its possession for purposes other than those entrusted to it. The Customer declares that it has sufficient rights over such designs, brands, logos, photographs, etc. that allow it to entrust Giró with the work requested and is obliged to indemnify Giró from any third party claim against it for infringements of intellectual or industrial property rights.

This clause shall be in force even after the termination of the contract with Giró for any cause.

3. Formalisation of Orders

The scope of the supply of the products and services requested will be clearly specified in the Customer’s order. In order to be considered effective, the order must be expressly accepted in writing by Giró, except in cases where, given the periodic nature of the supply, this requirement has been eliminated by mutual agreement.

The supply includes only the products and services included in the order confirmation issued by Giró. Any other product, service, work or activity not explicitly included in the Customer's order will be at the Customer's expense and obligation.

The weights, dimensions, technical specifications and configurations referring to Giró products included in catalogues, brochures, leaflets and technical or commercial literature, both printed and electronic, are indicative and non-binding, with the exception of cases in which Giró accepts a Customer's closed specification, which must be part of the order documents (SCS).

Any modification or variation of an order must always be notified to Giró in writing and, in order to be valid, must be expressly accepted by Giró.

4. Prices

Product prices will be agreed, according to the rates and conditions in force, in the formalisation and acceptance of the order (SCS) by the Customer and Giró respectively. Taxes, duties or fees on the invoice will be charged at the corresponding rates. Unless there is stipulation to the contrary in the order, supply prices do not include packaging in the case of equipment, transport, cargo, or insurance and will be made available to the Customer ExWorks (Incoterms 2020) at the Giró factory.

Prices are only valid for the materials or services specified in the offer. The prices offered are valid for one month and during this period, they will be considered as fixed under the payment conditions specified in the offer, unless the supply offered consists of imported equipment subject to currency exchange contingencies or payment of tariffs and fees, in which case the offer price would be adjusted based on these variations.

5. Payment conditions and Retention of Ownership

Giró's offer or, in the absence of such, the Customer's order accepted by Giró, will include the payment conditions of the supply. Payment conditions previously specified within the framework of a continuous business relationship agreement between the Customer and Giró (SCS) may also be used.

Payment will be made under the agreed conditions, to the Giró bank account or via another agreed procedure. Payment will be made without any deduction such as: withholdings, expenses, taxes or fees or any other not agreed.

In case of late payment by the Customer, Giró will be entitled to interests accrued on the late payment, without any request and from the due date of the payment, which will be calculated by applying an interest rate for the delay period equivalent to the legal interest rate. The payment of these interests does not release the Customer from making the rest of the payments under the conditions agreed.

In the event that the Customer incurs delays in the agreed payments, Giró may suspend the supply or execution of services without prejudice to requiring the Customer to make the delayed payments. The Customer may not claim additional compensation for this delay in supply or services.

The formulation of a claim by the Customer does not entitle the same to any suspension of or deduction in committed payments.

Giró maintains ownership of the product sold until payment has been made in full, including interest for late payment or financing, if any.

However, the risks for loss or deterioration of the product will be transferred to the Customer upon delivery or from the moment it is made available ExWorks (Incoterms 2020) at the Giró factory. In the event that delivery or availability is delayed for reasons attributable to the Customer, the transfer of risks will occur from the moment when the delivery or provision should have occurred as agreed.

The Customer will refrain from carrying out any act of transfer for any title, provision or encumbrance regarding the goods or supply as long as any amount of the price is pending payment.

If the Customer commences bankruptcy proceedings, it will refrain from including the aforementioned goods or supply in its assets.

Likewise, the Customer undertakes to declare the existence of this reservation of ownership before any party involved in any case, declaring by way of example and not limited to cases where mortgages or guarantees of any nature are or have been arranged on the establishment where the material is installed, those of a third party seizure or other similar situations, where the Customer undertakes to make the corresponding claim against the third party in question and notify Giró without delay.

The Customer will be obliged to keep the goods in its possession with all diligence and care and insure them against any possible risk. In the event of a breach of any obligations on the part of the Customer, Giró may choose to claim the goods, withdrawing them from where they are located, without the need for any other authorisation, or to request that the sale be confirmed, demanding the remainder of the price not paid in cash and claiming the damages caused in both cases.

6. Delivery time

The delivery period is understood to be fulfilled if Giró makes the product available to the Customer in the place and conditions indicated in the acceptance of the order. In order for the delivery period to be enforced on Giró, the Customer must have strictly complied with the payment schedule, if applicable.

The delivery period will be modified when:

1. The Customer does not deliver the necessary documentation for the execution of the supply.
2. The Customer requires modifications to the order, which are accepted by Giró and which, in Giró's opinion, require an extension of the delivery period.
3. When the supply requires work to be carried out by Giró or Customer subcontractors and this has not been executed on time.
4. The Customer has breached any of the contractual obligations of the order, especially those referring to payments.
5. When there are delays in the production or provision of all or some of the elements of the supply for reasons not directly attributable to Giró or beyond its power. By way of example, but not limiting, the following causes of delay are included: sectoral, supplier, transport and service strikes, third-party supply failures, transport system failures, floods, unrest, strikes by Giró personnel or its subcontractors, sabotage, accidental stops, breakdowns, force majeure, etc. In the event that these situations are not of a transitory nature, make it impossible or difficult to provide or carry out the provisions, or their end cannot be reasonably foreseen, Giró may unilaterally withdraw from the contract.

7. Preparatory work and facilities for the execution of the Services

The Customer must at its own expense and under its responsibility, carry out the necessary preparatory work in an appropriate manner and on time, so that Giró can execute the installation, start-up, repair or maintenance services under the agreed conditions and deadlines: access, mechanical or human elements for the movement of items, connection of electricity and compressed air, assemblies or previous installations and works in general. Likewise, the Customer must provide Giró with the necessary documentation (drawings, plans, specifications) and the proper planning of the work under its responsibility, so that Giró can carry out the Services contracted correctly.

If the Customer provides auxiliary personnel necessary for work related or complementary to the service, these personnel will have the appropriate qualification and the Customer will be responsible for said personnel being up to date with all legal and employment obligations according to current legislation and for complying with all health and safety measures at work. In any case, Giró does not acquire any responsibility for these works.

The Customer must obtain all the necessary permits and authorisations for the Services to be executed by Giró in accordance with the applicable regulations at its own expense and under its own responsibility.

The Customer will ensure that the standards required by the current legislation on Occupational Risk Prevention in the workplace are met prior to the presence of Giró personnel, will provide Giró with the information necessary for the completion of the work and the list of documents that Giró must provide under the Coordination of Business Activities.

The star-tup and delivery of the installation must in any case be carried out in the presence of an authorised representative of the Customer and the circumstances in which it is carried out as well as the result will be recorded, in an act signed by both parties.

8. Packing and transport

Unless previously otherwise agreed with the Customer, the packaging of equipment (machinery) will be subject to an additional charge on the sale price, with no return thereof. For consumable products and machinery spares, packaging is included in the product price.

Unless previously otherwise agreed with the Customer, the transport, including loading and unloading, is carried out at the Customer’s expense, risk and account, indemnifying Giró against any claim regarding damage or impairment of the supply, with the Customer accepting these risks.

9. Guarantees

Unless expressly provided otherwise in the offer or acceptance of the order, Giró guarantees the products it has supplied in relation to manufacturing defects and hidden defects for a period of six months from the date of receipt of the supply. The Parties agree that Giró will only be responsible for manufacturing defects, for not adjusting the amount of Product as agreed in the SCS or in the event that the Products do not conform to the technical specifications.

In the case of machinery and accessories, any claim filed six months after the product is made available by Giró, will not be admitted. In the case of consumables (mesh and film), the period is 30 days from the date of provision. In any case, Customer returns and claims must be made to Giró in writing and in a reliable manner. Under no circumstances will Giró accept returns without prior agreement with the Customer.

The guarantee consists of the delivery of the material requested and not delivered or the repair or replacement without charge (selected by Giró) of the items that have been acknowledged as defective, either due to material, manufacturing or assembly defects. Repairs (in the case of machinery) will be carried out at the facilities (factories, workshops, warehouses, offices, etc.) of the Customer, unless the nature of the repair requires the transfer of the item to be repaired to the Giró facilities.

Unless previously otherwise agreed with the Customer, the transport of the defective goods to be repaired or of the parts replaced under guarantee shall be borne by the Customer. Likewise, in the event that it is necessary for Giró technicians to travel outside the Iberian Peninsula to carry out a repair, the expenses derived from said travel will also be borne by the Customer.

Failures or breakages caused by improper use, negligence, external agents (such as disturbances in the electrical supply, etc.) or lack of maintenance and knowledge of the product by the Customer are excluded from the guarantee. Likewise, items that suffer from normal wear or need to be replaced periodically under normal conditions of use are excluded from the guarantee.

Similarly, machinery that was assembled, commissioned or modified by the Customer is excluded from the guarantee.

It is the Customer's obligation to inform Giró immediately about the defects observed.

Ensuing damages and impairments of the Product, once the contract is completed and with Giró having provided the goods to the Customer in the place and time agreed, will be borne by the Customer, except in cases of wilful misconduct or negligence by Giró.

Giró will not accept returns of materials that have been used or that are not in the same condition as when they were delivered unless a claim has been accepted for quality reasons.

Furthermore, Giró will not accept returns of products that have been specifically designed or manufactured for the Customer.

Returns from the Customer to Giró must be carriage paid, unless it is a claim for quality reasons or an error in the supply, in which case the carriage will be borne by Giró.

10. Limitation of liability

In the event of a claim, the Company will never be liable for a value greater than the cost of the defective goods delivered that led to the claim.

Giró will not be liable for damages and losses due to the use of the products under conditions or circumstances other than the expected normal conditions of use.

Under no circumstances will Giró be responsible for the indirect damages that may occur as a result of the supply; indicating by way of example, but not limiting: loss of production, loss of profits, capital cost, stoppage costs, breakdowns or stoppages in equipment or defects in the products supplied, deterioration of equipment, systems and buildings of the Customer or third parties, accidents at work, accidents and incidents against the Environment, etc.

11. Distributors

The Customer who in turn distributes or resells Giró products to third parties, undertakes that end Customers comply with the obligations set forth in these GCS for the Customer versus Giró in whatever is applicable to them and will not offer more advantageous purchase conditions than those contained in these GCS, answering personally to the third party if they do so and exonerating Giró from any responsibility or claim in this regard.

12. Food contact regulation

The products manufactured by Giró comply with the regulations regarding contact with food specified in our FDA and EC Declarations of Conformity. It is the Customer's responsibility to check whether it requires that the products to be purchased comply with additional regulations. If this is the case, the Customer must notify this at the time of placing the order. Giró may request all the information necessary from the Customer in order to analyse said regulations and report as to whether it will reject the order or it can be provided by adjusting the product price and delivery times, which may vary from the usual or current ones at that time. The Customer must assume any cost of translation or external advice that is required by Giró for the aforementioned analysis. Otherwise, the Customer will be responsible for any consequence derived from the breach of any regulation not included in Giró's Declarations of Conformity, undertaking to indemnify Giró from any claim derived from that fact.

13. Personal data protection

Pursuant to the provisions of the applicable legislation on data protection and, in particular, of EU Directive 2016/679 from the European Parliament and the Council dated 27 April 2016, on Data Protection, Giró expressly states the following:

1. The personal data of the individuals signing the SCS or appearing in any other document related to the business relationship between Giró and the Customer, representatives or employees of the Customer, will be processed by Giró in order to execute and comply with the contract between Giró and the Customer and to be able to make as many communications as necessary.
2. Except for under legal obligation, the data of said persons will not be communicated to any other company, nor will they be used for any other purpose.
3. Such data will be kept as long as the business relationship between the parties is in force and during the additional legal period, to deal with possible claims for the use that may have been made thereof.
4. The persons mentioned in section a) may exercise their rights of access, rectification, cancellation, opposition, limitation of processing and all those legally provided in writing, including their request and a copy of their D.N.I. [National ID No.] addressed to the following email address: rgpd@giro.es.
5. The detailed legal information on the processing of personal data can be found in the Privacy Policy of the Giró website, www.giro.es and can be requested via the email address rgpd@giro.es.

14. Jurisdiction and Applicable Law.

Expressly waiving their jurisdiction, the Parties submit to the laws of the Kingdom of Spain and to the Courts and Tribunals of the city of Barcelona (Spain) to resolve all disputes arising between them.