1./ ORDERS – PRICES

Our prices and conditions of sale do not constitute an offer which, if accepted by the buyer, would constitute the creation of a contract. In the case of an order received from the purchaser, this order shall only be considered definitively accepted after written acceptance by us. Our prices correspond to goods packed, ex works or delivered, but do not include taxes. All other items are shown additionally and separately on our invoices. Prices are adjustable according to the variation formulas in use in the trade and in the light of the legislation in force at the time of invoicing. They may be adjusted, for example, according to changes in raw material prices, wage rates and order-related costs. We reserve the right to modify our product range at any time. Modifications, and in particular the elimination of certain items, shall in no case imply forced deliveries or claims for damages.

2./ CANCELLATION – SUSPENSION OF ORDERS

Any cancellation or suspension of an order must be notified by registered mail to our registered office and accepted by us. In the event of cancellation of an order that has not been executed, the costs incurred by us shall be invoiced to the customer. In the event of cancellation or suspension of an order for finished products or articles or articles in the course of manufacture, these shall be delivered and invoiced, as shall the raw materials and accessories purchased specifically for the execution of the said order. Our Company reserves in all cases the right to claim damages for the direct or indirect consequences suffered as a result of the cancellation or suspension of an order.

3./ DELIVERY – TRANSFER OF RISK – TRANSPORTATION

Our delivery times are given for information purposes only. All penalties for delays and/or cancellations of orders and/or damages due to us in the event of late delivery, whatever the cause, are excluded. Delivery, which involves the transfer of risks, is carried out by direct delivery of the supplies, either to the Customer or to the carrier designated by the Customer or, failing this, selected by us. In case of missing or damaged items, it is up to the Customer to express all reservations in writing, summarized to the carrier, and to confirm them to the carrier and to our Company by registered mail with acknowledgement of receipt within three working days.

4./ COMPLAINTS – RETURNS

With the exception of the transport risks mentioned above, any goods that have not been returned within fifteen days of delivery shall be deemed to be in conformity with the order, both in quantity and quality, it being understood that no claim shall be considered after the product has been put into service. Any storage of the product on site or at the place of sale shall be at the Customer’s own risk and responsibility. In the event that a defect in quality is recognized by us, our liability is limited to the pure and simple replacement of the item, or if necessary, to the resumption of the work carried out by our Company, with the exception of all other expenses and/or indemnities of any nature whatsoever. Our liability shall in no case extend to direct or indirect damages that may result for the Customer from non-delivery or manufacturing defects. Furthermore, only claims relating to orders placed and confirmed in writing will be considered, it being understood, however, in any case, that claims for slight variations in thickness or color, within the limits of the usual tolerances, will not be accepted. The guidelines contained in our technical and commercial appendices set out the conditions of exclusion and scope of use of our products; in addition, the purchaser shall take such usual precautions as may be necessary. The contested goods shall be stored by the purchaser in accordance with the Principles of Application in force, until the complaint has been finally settled. The buyer may neither reject the goods subject to complaint, nor return them without our authorization. The costs and risks of returns shall always be borne by the Customer. When we accept returned goods, they must be returned in their original condition, unused, to the place agreed upon by the parties. Possible credit memos will only be accepted after we have checked the goods and found them to be defective.

WARRANTIES

When acting under the legal guarantee of conformity, the Customer has a period of two years from the date of delivery of the good to act; it may choose between repair or replacement of the good; except for second-hand goods, it is not obliged to provide proof of the defect of conformity of the good during the six months following delivery of the good. The legal guarantee of conformity applies regardless of the commercial guarantee that may have been offered.

6./ TERMS OF PAYMENT

In the absence of any particular written agreement on the notice of receipt of an order, all our deliveries are payable net 30 days from the date of invoice, without discount. Late payment or non-payment on the due date shall entail an obligation to pay the outstanding amounts immediately. Interest on late payment shall accrue in the event of late payment or non-payment by the due date. These late payment penalties are payable on the day following the date of payment without reminder. The rate applied by our company is the refinancing rate applied by the European Central Bank plus 10 basis points. In this case, we shall also be entitled to suspend deliveries, to terminate the contract five days after formal notification by registered mail with acknowledgement of receipt that it has become void, and to repossess the goods sold with a retention of title clause in accordance with the following provisions. In addition, for all professionals, payment of sums due after the due date shown on the invoice shall automatically increase the amount of the invoice by a fixed indemnity of 40 euros , the amount of which is determined by decree. In the event of regulatory modification of the amount of this fixed indemnity, the new amount shall automatically replace the amount appearing in these general conditions of sale or payment. The automatic application of this indemnity does not preclude the application of an additional indemnity to the claim upon presentation of supporting documents, in accordance with the aforementioned stipulation, up to the total amount of the expenses incurred, regardless of their nature, for the collection of the claim. In any case, we reserve the right, at any time, including during the execution of a contract or order, to require a guarantee, approved by us, of the correct execution of the Customer’s commitments. The refusal of such guarantee or the impossibility of the Customer to provide such guarantee shall entitle us to cancel all or part of the order or contract.

7./ RESERVATION OF OWNERSHIP

Until full payment of the price, the goods sold shall remain our property and the Customer shall not be able to dispose of them in any way whatsoever. However, the risks shall pass to the Customer upon delivery of the goods. Consequently, the Customer shall bear the risks relating to the goods and shall take out all necessary insurances for our benefit, at his expense, until full payment of the price. In the absence of payment by the Customer of a single fraction of the price by the agreed due dates, our Company reserves the right to reclaim the goods, without delay and without any particular formality. The restitution of the goods sold may be obtained, if necessary, by means of a simple provisional order from the Commercial Court of Barcelona. In addition, if we deem it appropriate, we may, as the case may be, decide not to reclaim the goods and exercise our right to payment of the sums due plus interest, penalties and expenses.

8./ PENALTY CLAUSE

It is expressly agreed that if it is necessary to go to court to collect a claim, the amount of the claim will be increased by 20% plus interest, with a minimum of 150 euros and possible legal costs.

9./ RESCISSION

Depending on the case, we may, at our discretion, terminate the sale ipso jure, based on the buyer’s default, by simple registered letter sent to the buyer in the event of non-compliance by the buyer with one or more of his obligations.

10./ FORCE MAJEURE

SUPREME FLOORS shall not be liable, nor be deemed to have committed a breach of Contract, if it is unable to meet any of its commitments or contractual deadlines due to a case of force majeure (operational disruptions, accidents, labor disputes, intervention by authorities, difficulties in power supply, late or defective delivery of raw materials, semi-finished or finished products, etc. necessary for the manufacture of the delivered goods), the delivery deadline is extended accordingly if SUPREME FLOORS is unable to meet its commitment in due time.

In important cases, SUPREME FLOORS will inform the client as soon as possible of the beginning and end of such circumstances. If, due to the aforementioned circumstances, delivery or service should be impossible or unacceptable in whole or in part, SUPREME FLOORS will be released from the obligation to deliver to the corresponding extent. If the delivery period is extended or if SUPREME FLOORS is released from its obligation to deliver, the customer shall not be entitled to make a claim for damages.

If, in the event of force majeure, SUPREME FLOORS is unable to respect one or more of its contractual commitments, it will notify the Client within fifteen days (15 days) of the occurrence of the case of force majeure so that it can adopt the measures it deems necessary to allow the correct execution of the Contract or decide on its termination. If the Parties are unable to reach an agreement within 30 days of the occurrence of the force majeure event, the Customer may terminate the Contract with immediate effect by registered letter with acknowledgement of receipt.

11./ CHOICE OF DOMICILE – TERRITORIAL JURISDICTION

We choose domicile at the registered office of our Company. For all disputes and/or litigation relating to the interpretation or execution of this instrument, the Commercial Court of the district of our registered office shall have sole jurisdiction, regardless of the means of delivery and payment and even in the event of multiple defendants or an intervener.

12./ APPLICABLE LAW

All clauses and transactions contained in these general conditions of sale shall be subject exclusively to Spanish law, to the exclusion of any other legislation or convention.