General Terms and Conditions of Sale and Delivery

Art. 1 Contractual basis

1. Unless otherwise agreed in writing, these General Terms and Conditions of Sale and Delivery (hereinafter, the “GTC”) of Siber Zone, SLU, Industrias Gonal Hispania SLU and Metair 2010 SLU (hereinafter, “we”, “us” or “our”) shall apply to all agreements (including future agreements) relating to the supply of contractual products (hereinafter, the “Products”) as well as to other services provided by us, including consultations and ancillary services, with our customers (hereinafter, the “Contractual Partner” or “you”). The Contractual Partner’s general terms and conditions shall not apply, even if we have not expressly objected to them in specific cases. Unless otherwise agreed, the GTC shall apply to the relevant agreement in the version amended at the time the Contractual Partner places the order, as well as in the most recently published version in text form.
2. Our offers are always non-binding and have a maximum validity period of thirty (30) days from the creation date stated by us in the offer. The Contractual Partner’s order shall be deemed a binding contractual offer. The Contractual Partner’s order must contain all information about the Contractual Partner necessary to process payment for the Products. We may accept this order (offer) by means of an order confirmation; agreements shall only become binding after our confirmation in writing or in text form. For the purposes of these GTC, written form also includes notifications by email.
3. Information, drawings, illustrations, technical data, descriptions of weights, dimensions and services contained in brochures, catalogues, circulars, advertisements, price lists or documents forming part of the offer are non-binding approximate values customary in the sector, unless they are expressly identified as binding in writing in our order confirmation. We reserve ownership rights and copyright over the aforementioned content.
4. We reserve the right, in good faith, to make any changes to models or modifications to the products that are necessary in accordance with Article 7 and Article 1258 of the Spanish Civil Code (BGB), even if the values contained in the order confirmation are binding, provided that such changes are reasonable for the Contractual Partner, taking our interests into account.
5. Legally relevant declarations and notifications from the Contractual Partner relating to the business relationship (e.g. setting of deadlines, notification of defects, declarations of withdrawal or price reduction) must be made in writing by postal mail to our address.

Art. 2 Prices

1. The applicable prices, as well as the specific agreements between the parties in each case, shall be determined in accordance with our order confirmation. Prices are “EXW” (ex works, named place), production plant located at Cr Camí Vell de Vic 12, 08520 Les Franqueses del Vallès, Barcelona, or from the different group sites (EXW Incoterms 2020 or any applicable updated version). Incoterms that differ from the foregoing must be agreed individually and in writing in our order confirmation; any additional costs shall be borne by the Contractual Partner.
2. The prices stated in our order confirmation shall in no case include the applicable value added tax, which shall be shown separately, nor any other customs duties, taxes, etc., which shall be borne separately by the Contractual Partner.
3. At any time thirty (30) days after conclusion of the contract, but before delivery (in accordance with Clause 7), we may adjust the price to reflect any significant increase in our costs of supplying the Products (such as higher wages, material costs or transport costs; such materiality shall be determined at our sole discretion). The revised price shall be binding on the Contractual Partner and shall be deemed accepted unless the Contractual Partner objects in writing within eight (8) days from our notification. If the Contractual Partner does not agree to the price adjustment within eight (8) days from our notification, it may terminate the contract.

Art. 3 Specifications and system design

1. If we prepare the Products in accordance with the Contractual Partner’s specifications or instructions, the Contractual Partner must ensure that:
2. the specifications or instructions are accurate;
3. the Products prepared in accordance with such specifications or instructions will be suitable for the purpose for which the Contractual Partner (or its end customer) intends to use them; and
4. the Contractual Partner’s specifications or instructions will not result in any infringement by us or by our affiliates of any third-party intellectual property right, nor in any breach of any applicable law or regulation.
5. Neither we nor any of our affiliates shall be responsible for the operation or suitability of Products manufactured in accordance with the Contractual Partner’s specifications or instructions.
6. All samples supplied by us are for illustrative purposes only (unless otherwise agreed in writing) and remain our property. All samples must be returned to us, with carriage paid by the Contractual Partner, within one month of receipt, unless we agree otherwise in writing.
7. We will make available to you, as necessary or upon request, information relating to the design, construction, safety and correct installation of the Products in order to ensure that, as required by law, they are safe and present minimal risk if properly installed and used. It is the Contractual Partner’s responsibility to take the necessary measures to ensure that adequate information is available to any person to whom it supplies the Products or whom it reasonably considers may require such information (including, among other things, the forwarding of the relevant product manuals and safety instructions). The Contractual Partner further undertakes to inform us and assist us in analysing any issues that arise and are potentially relevant to on-site safety, and to grant us access to the end-customer base or to any other relevant information.
8. The Contractual Partner hereby warrants to us and to our affiliates that it will include, in any agreement or arrangement under which the Products are resold or supplied to a third party, provisions equivalent to and at least as protective of us and our affiliates as those contained in this Clause [3].
9. The Contractual Partner is responsible for ensuring the suitability, conformity and interoperability of: (a) the Products; and (b) any indicative system design suggestions and system layout drawings created or provided by us or on our behalf, with: (i) the heating/cooling/ventilation system of the Contractual Partner (or its end customer, as applicable); and (ii) the design requirements and specifications of the Contractual Partner (or its end customer). It is essential that the Contractual Partner performs such verification using a duly qualified expert third party appointed by it. This expert must hold the appropriate professional qualifications and have appropriate levels of civil liability insurance and professional indemnity insurance.

Art. 4 Payment terms and extraordinary termination

1. The purchase price must be paid within 30 days from receipt of the invoice. If the Contractual Partner has insufficient creditworthiness, we shall be entitled to choose other payment terms (e.g. advance payment, immediate maturity, etc.). All payments shall be applied first to interest and costs and then to our oldest claims, irrespective of any contrary provision made by the Contractual Partner.
2. The Contractual Partner may not refuse to perform any of the obligations arising from this contract, in particular the payment obligation, by asserting a right of retention, unless the Contractual Partner’s claims are undisputed or have been established by final judgment; set-off by the Contractual Partner shall be admissible only in the case of undisputed claims or claims established by final judgment.
3. In the event of late payment, interest shall be charged at the applicable statutory default interest rate; in the case of payment claims, such interest rate shall be nine (9) percentage points above the applicable base interest rate, unless otherwise stipulated in the order confirmation in the specific case. The right to claim further damages caused by the default shall remain unaffected.
4. Our claims shall become immediately due and payable, irrespective of the maturity date of accepted bills of exchange, if: (i) the payment terms are breached; (ii) circumstances arise that negatively affect the creditworthiness of the Contractual Partner or its affiliates; (iii) the Contractual Partner or any of its affiliates files for bankruptcy, a (provisional) suspension of payments is declared in respect of the Contractual Partner or any of its affiliates, a debt rescheduling arrangement is applied to the Contractual Partner or its affiliates, or the company of the Contractual Partner or any of its affiliates is declared bankrupt, closed down or liquidated; or (iv) the Contractual Partner fails to properly or timely perform any obligation arising from the contract. Without prejudice to any other rights, in such cases we may: (a) make pending deliveries only against advance payment; (b) prohibit the resale and use of goods subject to retention of title without terminating the contract; (c) revoke the collection authorisation and, after termination if applicable, demand the return of the Products at the Contractual Partner’s expense; and (d) suspend further performance of the contract or terminate the contract, in whole or in part. Zehnder shall also be entitled to terminate the contract if the Contractual Partner or its affiliates, whether directly or indirectly, in whole or in part, become subject to an acquisition or merger, which constitutes a change of control. Such change must be notified to us in writing within a maximum of ten (10) business days from its publication.

Art. 5 Retention of title

1. All Products are goods subject to retention of title and shall remain our property until the Contractual Partner has satisfied all our claims, including claims for current account balances. Switzerland: Until such payment is made, the Contractual Partner shall hold the Products on a fiduciary basis on our behalf. Until full payment for the Products, the Contractual Partner shall ensure that they are stored separately and in such a way that they can be readily identified as our property. If the Products or any part of them are sold before title to them has passed from us to the Contractual Partner, the proceeds of such sale shall be paid into an account of the Contractual Partner in such a way that they are readily identifiable as such. In the event of non-payment by the Contractual Partner on the due date, we shall be entitled, in addition to all other rights and remedies, to access any land or premises where the Products are located. We shall also be entitled, and the Contractual Partner hereby agrees, to have the retention of title registered in the competent register, at the Contractual Partner’s expense.
2. The Contractual Partner shall be obliged to treat the Products with due care; in particular, it shall be obliged to insure them sufficiently, at its own expense, against fire, water damage and theft for their replacement value. The Contractual Partner may use the Products and sell them in the ordinary course of its business. This shall not apply if: (i) we revoke that right (by informing the Contractual Partner in writing or in text form); or (ii) the Contractual Partner is in default of payment or becomes insolvent. In this case, and until payment has been made in full, the Contractual Partner must store all Products supplied by us separately from other products, under suitable conditions and in such a way that they are clearly labelled and can be identified as our property.
3. Spain: The treatment and processing of our Products shall be carried out on our behalf as manufacturer in accordance with Article 383 of the Spanish Civil Code, without this implying any obligation on our part.
4. In the event of permitted transformation, combination or mixing of products subject to retention of title with other products that are not our property, we shall be entitled to co-ownership of the new item or new stock in the proportion of the value of the Product delivered relative to the other transformed items at the time of transformation.
5. If our (co-)ownership expires due to combination or mixing, the Contractual Partner shall transfer to us the corresponding (co-)ownership rights over the new item or new stock in the amount of the invoice value of the reserved goods, which it shall hold in custody for us free of charge.
6. The Contractual Partner may sell products subject to retention of title, whether transformed or mixed or not, only in the ordinary course of its business and provided that it complies with the payment terms, on the condition that the claims arising from the resale in accordance with Clauses [5.8, 5.9 and 5.10] are assigned to us already at this time.
7. The resale of products subject to retention of title shall be equivalent to their installation on land or in installations attached to buildings, or to their use for the performance of works and services contracts or other contracts.
8. The Contractual Partner’s claims against its customer arising from the resale of products subject to retention of title, including current account claims, are hereby assigned to us in the amount of the value of the Products delivered, together with all ancillary rights. In the event of resale of products of which we are co-owners, the assignment shall apply in the amount of our co-ownership share. The Contractual Partner shall be obliged to retain ownership of the products vis-à-vis its customer until full payment of the purchase price.
9. The Contractual Partner may collect the claims until we revoke this right, which we are entitled to do for justified cause, in particular in the event of non-payment. In the event of revocation, the Contractual Partner must, at our request, immediately inform its customers of the assignment (unless we do so ourselves) and provide us with the information and documents required for collection. The Contractual Partner further undertakes, for itself and for its legal successors, that if we exercise a simple or extended retention of title, it shall immediately provide any information regarding the processing and sale of the Products that is appropriate for monitoring our retention of title, extended retention of title or advance assignment and the rights and claims resulting therefrom.
10. To the extent that the Contractual Partner has claims against insurers or other third parties due to damage, reduction, loss or destruction of products subject to retention of title, or for other reasons, the Contractual Partner hereby undertakes to assign and assigns such claims to us together with all ancillary rights.
11. The Contractual Partner shall be obliged to inform us immediately in the event of attachments, seizures or other measures or interventions by third parties in relation to the reserved products, so that we may bring an action against third parties as provided in Article 595 of the LEC. To the extent that the third party is not in a position to reimburse the judicial or extrajudicial costs incurred by us in bringing an action as provided in Article 595 of the Spanish Civil Procedure Act (LEC), the Contractual Partner shall be liable for the loss we have suffered.
12. Breach of obligations by the Contractual Partner, in particular non-payment, shall entitle us to terminate the contract and demand the return of the Products after the unsuccessful expiry of a reasonable performance period set for the Contractual Partner. This principle shall not affect the legal provisions on the dispensability of setting a deadline. In this case, the Contractual Partner shall be obliged to deliver the Products immediately.
13. We undertake to release the securities to which we are entitled at the Partner’s request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.]
14. Art. 6 Place of performance
15. Unless otherwise stipulated in the order confirmation, the place of performance for our deliveries and subsequent performance shall be the corresponding production site of the Products at the production plant located at Cr. Camí Vell de Vic 12, 08520 Les Franqueses del Vallès, Barcelona, Spain, and said plant shall be deemed the place of performance for payment.

Art. 7 Delivery and delivery periods

1. Unless otherwise stipulated in the order confirmation, delivery shall be made “ex works” (EXW) (Incoterms 2020 or any applicable version, if any), by collection by the Contractual Partner from our production plant located at Cr. Camí Vell de Vic 12, 08520 Les Franqueses del Vallès, Barcelona, Spain, as specified in the order confirmation. Other Incoterms must be agreed individually and in writing in our order confirmation.
2. We shall agree individually and specify the delivery periods in each case in our order confirmation. We shall make all reasonable and commercially appropriate efforts to comply with the delivery dates and periods specified by us. Delivery periods stated by us in the order confirmation shall be indicative estimates only, unless we have expressly promised or agreed in writing a fixed delivery period or binding fixed date.
3. Compliance with delivery dates agreed separately and on a binding basis shall be subject to correct and timely delivery by our upstream suppliers. We shall not be liable for delays arising therefrom.
4. Binding delivery periods and dates to be complied with by us shall be deemed met at the time of notification that the Products are ready for dispatch.
5. Compliance with delivery dates agreed separately and on a binding basis shall be subject to the timely receipt of all documents and information to be provided by the Contractual Partner for the provision of the service, as well as to compliance with contractual obligations, in particular the agreed payment terms. If these prerequisites are not met in due time and form, the periods and dates shall be extended accordingly, without prejudice to our other rights, at least for the period during which the Contractual Partner fails to perform its obligations.
6. After notification that the Products are ready for dispatch, the Contractual Partner shall be obliged to collect the Products from the production plant specified in the order confirmation within two (2) business days.
7. We shall be entitled to make partial deliveries, provided that this is reasonable for the Contractual Partner.
8. If the Products are not collected, are not collected on time or are not collected in full, we shall be entitled to remove the Products from storage using an external carrier of our choice for the Contractual Partner’s account and risk. Release from storage shall be carried out taking into account the order volume and available storage capacity. Accordingly, the storage costs incurred, which we shall invoice to the Contractual Partner, may vary. The Products shall be deemed accepted once two (2) business days have elapsed from notification that they are ready for dispatch.
9. Claims for damages by the Contractual Partner arising from delays in delivery (in the case of delivery dates agreed as binding) are excluded. This principle shall not apply: (i) to the extent that liability is mandatory; (ii) in cases of wilful misconduct or gross negligence; (iii) due to injury to life, limb or health; or (iv) in the event of breach of an essential contractual obligation (cardinal obligation). Essential contractual obligations are those whose fulfilment is a prerequisite for the proper performance of the contract and on which the Contractual Partner relies and may reasonably rely. Withdrawal by the Contractual Partner within the framework of the statutory provisions shall be possible only if the legal requirements for this are met.
10. At our request, the Contractual Partner shall be obliged to declare within a reasonable period whether it chooses to withdraw from the contract due to the delay in delivery or whether it insists on performance.

Art. 8 Force majeure

We shall be released from the performance of the contractual delivery obligations assumed for the duration of unforeseeable and extraordinary events, such as pandemics, epidemics, wars, sanctions, embargoes, strikes, lockouts, operational disruptions and other similar events for which neither we nor our suppliers are responsible. However, we shall be obliged to inform the Contractual Partner within twenty (20) business days if we rely on any of these circumstances exempting us from performance.

Art. 9 Transfer of risk and acceptance

1. Irrespective of any agreed Incoterms that differ from these terms, risk shall pass to the Contractual Partner no later than upon expiry of two (2) business days after we have notified the Partner that the Products are ready for dispatch and have made them available at the production site.
2. The Contractual Partner must always notify the appointed carrier of any damage suffered during transport, irrespective of the agreed Incoterms. Damage occurring during transport shall be settled exclusively between the Contractual Partner and the carrier or freight forwarder. The carrier must confirm the transport damage in writing at the time the Product is received.
3. If delivery is delayed for reasons attributable to the Contractual Partner, or if the Contractual Partner fails to accept delivery, risk shall pass to the Contractual Partner at the time specified in Clause [9.1].
4. Even if an Incoterm other than EXW has been agreed in the order confirmation, the Contractual Partner shall wait for and unload the shipment. Otherwise, at our discretion, unloading, stacking, storage or return transport shall be carried out for the Contractual Partner’s account and risk. Waiting times shall be borne by the Contractual Partner.
5. The Contractual Partner shall be obliged to comply with its legal inspection obligations and obligations to notify defects. The Contractual Partner must inspect the Products for defects, transport damage or deviations regarding identity or quantity. In the case of Products intended for installation or other subsequent transformation, the inspection must in any case be carried out immediately before such installation or transformation. If a defect becomes apparent at the time of delivery or inspection, or at any later time, the Contractual Partner must notify us in writing without delay. In any case, obvious defects must be notified in writing within five (5) business days from delivery, and defects that do not become apparent during inspection must be notified within the same period once detected.
6. The Counterparty may not refuse acceptance of deliveries due to insignificant defects, unless the defects are undisputed or legally established.
7. The return of Products without withdrawal by the Contractual Partner and without our prior written consent is excluded.

Art. 10 Material defects and warranty

1. The statutory provisions shall apply to the Contractual Partner’s rights in the event of material defects and defects of title, unless otherwise stipulated below. We do not provide any independent manufacturer’s warranty.
2. If the delivered item is defective, we shall provide subsequent performance at our discretion, either by repair or by substitute delivery. Subsequent performance by us shall take place within reasonable periods of time, with a period at least equal to the duration of the original delivery period being reasonable for the first attempt at subsequent performance. We shall have the right to make subsequent performance conditional upon receipt of payment of the purchase price due from the Contractual Partner; the Contractual Partner shall have the right to retain a reasonable part of the purchase price in relation to the defect.
3. The limitation period for claims for material defects shall be: (i) 5 years for hydronic radiators (electronic controls, any electric immersion heater and their accessories not included); and (ii) 2 years for all other products (in the case of ventilation units: only for parts of our own air distribution system, controls and devices), in all cases from the transfer of risk. The limitation period for replacements and repairs shall be the same as that of the Products originally purchased, but shall be limited in time to the end of the limitation period of the Products originally purchased. However, in none of the above cases shall the limitation period be less than one (1) year from the transfer of risk (pursuant to Clause 9).
4. If the Contractual Partner does not properly inspect the Products or does not notify defects in accordance with Clause [9.5], our warranty and liability for the defect not notified, not notified on time or not properly notified shall be excluded in accordance with the statutory provisions.
5. In the event of notification of a defect, the Partner may withhold payments only if the Contractual Partner’s claim has been finally resolved or is undisputed. In addition, payments may only be withheld to an extent reasonably proportionate to the material defects that have occurred.
6. If the notification of defect is not justified, we shall be entitled to demand reimbursement from the Contractual Partner of the expenses incurred by us, if the Contractual Partner knew or could have known that no defect actually existed.
7. First of all, we shall have the opportunity to remedy the defect within a reasonable period. The Products subject to the claim shall be delivered for inspection upon our request. If the Contractual Partner or a third party repairs the defective Product without previously setting a deadline and without our express written consent (self-remedy of defects), we shall be released from liability for defects. We shall not assume the scope or costs of the Contractual Partner’s rectification work. Repair does not include either the removal of the defective Product or the installation of a new or repaired Product, unless we were originally obliged to install the Product. We shall bear the costs incurred for the examination and repair of the defect, in particular labour and material costs — delete in Germany: (but not: removal or installation costs or transport costs for the Product to and from the place where the defect has to be repaired) — if a defect has actually occurred. If the Contractual Partner expressly requires a technician to travel or work to be carried out outside normal working hours for operational reasons involving additional costs for us, the Contractual Partner must bear the additional costs incurred as a result (e.g. overtime surcharges, longer travel distances).
8. We assume no warranty for damage caused by the following reasons:
9. for radiators: (i) force majeure, system concepts and designs that do not comply with the current state of the art (e.g. use of inappropriate heat-transfer media or fluids); (ii) failure to comply with our guidelines regarding project planning, installation, safety, operation and maintenance, as well as improper work by the Contractual Partner or others; (iii) parts and operating materials subject to natural wear (e.g. gaskets, electrical parts, refrigerants or chemicals); (iv) corrosion damage (in particular if water treatment systems, descaling agents, etc. are connected, or inappropriate antifreeze agents are added); (v) aggressive water, excessive water pressure, etc.; or (vi) periodic or prolonged draining of the system, operation with steam, addition of substances to the heating water that may adversely affect steel or sealing material, excessive sludge deposits in the radiators, or temporary or permanent introduction of oxygen into the system.
10. in all other cases (including ventilation systems): (i) improper or incorrect use; (ii) defective assembly, commissioning or maintenance by the Contractual Partner or third parties; (iii) natural wear; (iv) defective, excessive or negligent handling; (v) unsuitable operating or replacement materials; (vi) defective construction work; (vii) unsuitable building ground; (viii) insufficient water quality, corrosion, chemical, electrochemical or electrical influences, or influences or interference from other unrelated third-party systems (in accordance with Clause [3.6]).
11. The above grounds for exclusion shall not apply if they are attributable to us. Our warranty shall also be excluded in the event of defects resulting from modifications or repairs improperly carried out by the Contractual Partner or by third parties without our prior written consent.
12. If the reasonable deadline set by the Contractual Partner for subsequent performance has expired unsuccessfully, or if such deadline is dispensable in accordance with the statutory provisions, the Contractual Partner may withdraw from the contract or reduce the purchase price in accordance with the statutory provisions. In order for setting a deadline to be deemed dispensable due to failure of subsequent performance, at least two attempts to remedy the defect shall be deemed to have been agreed. However, in the case of an insignificant defect, there shall be no right of withdrawal. The Contractual Partner may withdraw from the contract for a breach of duty that does not involve a defect only if we are responsible for such breach.
13. In the event of withdrawal from the contract in accordance with the preceding Clause [10.9], the Contractual Partner shall be obliged to return the Products to us in advance, irrespective of any other developments in accordance with the following clauses. We shall be entitled to collect the Products from the Contractual Partner’s premises.
14. We may also demand reasonable payment from the Contractual Partner for deterioration or destruction of the Products or for failure to return the Product, which shall be for the Contractual Partner’s account and risk.
15. We may also request payment for the use of the Products in accordance with the relevant statutory provisions if the value of the Products has decreased between completion of their installation and their direct and full recovery by us. This decrease in value shall be calculated on the basis of the difference between the total price specified in the order and the current value calculated from the proceeds of sale (or, if sale is not possible, from the estimate of an expert appointed by us).
16. No claims for defects shall exist if there is only an insignificant deterioration in usability.
17. Claims by the Contractual Partner for expenses incurred as a result of supplementary performance, in particular transport, travel, labour and material costs, are excluded to the extent that the expenses increase because the delivered Product has subsequently been taken to a place other than the Contractual Partner’s branch, unless the transfer is in accordance with its intended use.
18. The Contractual Partner’s right of recourse against us as provided in Article 124 of the Spanish TRLGDCU shall exist only to the extent that the Contractual Partner has not entered into agreements with its contracting party that go beyond the statutory claims for defects at our expense. Clauses [10.8 and 10.14] shall apply mutatis mutandis to the scope of the Contractual Partner’s right of recourse against us in accordance with Article 124 of the Spanish TRLGDCU.
19. Furthermore, Clause [11] (other claims for damages) shall apply conclusively to claims for damages as a consequence of defects. Any other claims of the Contractual Partner against us and our indirect agents arising from a material defect are excluded.

Art. 11 Claims for damages

1. Claims for damages and reimbursement of expenses by the Contractual Partner, irrespective of their legal basis, in particular for breach of duties arising from the contractual obligation and from non-contractual liability, are excluded.
2. This principle shall not apply: (i) to the extent that we are subject to mandatory liability, for example under the Product Liability Act; (ii) in cases of wilful misconduct or gross negligence; (iii) due to injury to life, limb or health; (iv) in the event of fraudulent concealment of a defect; or (iv) due to breach of essential contractual obligations. However, in the event of breach of essential contractual obligations, the claim for damages shall be limited to foreseeable damage typical of the contract, unless the breach was caused by wilful misconduct or gross negligence or arises from liability for injury to life, limb or health. No shift in the burden of proof to the detriment of the Contractual Partner is associated with the foregoing.
3. These claims for damages/expenses of the Contractual Partner shall expire upon expiry of the limitation period applicable to claims for material defects under Clause [9.3]. In the case of claims for damages under the Product Liability Act, the statutory limitation provisions shall apply.
4. The exclusion of claims for damages shall also cover damage arising from defective software and data sets.
5. To the extent that our liability is excluded or limited, this limitation shall also apply to the personal liability of our executive bodies, legal representatives, employees, personnel and indirect agents.
6. Any other liability is excluded to the extent permitted by law. In particular, we shall not be liable for direct, indirect or consequential damage (for example, loss of production, loss of business, loss of profit, third-party claims, etc.) arising from the use, incorrect operation or performance failure of the Products supplied by us.
7. Notwithstanding any contrary provision contained herein, our liability arising out of or in connection with this contract, regardless of the legal theory applied, shall in any case be limited in total to the price paid by the Contractual Partner for the Product for the delivery made.
8. To the extent that our liability is excluded or limited, this limitation shall also apply to the personal liability of our executive bodies, legal representatives, employees, personnel and indirect agents.

Art. 12 Third-party beneficiaries; prohibition of assignment

No third-party rights shall be created. The assignment of rights, claims and demands by the Partner requires our prior written consent. We may assign our rights, claims and demands to other group companies with the prior consent of the Contractual Partner.

Art. 13 Partial invalidity

If any provision of these GTC and of the other agreements entered into is or becomes invalid, this shall not affect the validity of the remainder of the contract. Both we and the Contractual Partner undertake to negotiate in good faith a provision to replace the invalid provision. This principle shall apply accordingly in the event of a legal gap.

Art. 14 Intellectual property rights

1. In relation to the Products, as well as other services provided by us, including consultations and ancillary services:
2. We shall retain ownership, title and control of all patents, rights in inventions, copyright and related rights, as well as moral rights, trademarks and service marks, trade names and domain names, design rights and trade dress, goodwill and the right to sue for passing off or unfair competition, design rights, database rights, rights of use and protection of the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered, including all applications and rights to apply for and obtain, renew or extend such rights and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future anywhere in the world (“Intellectual Property Rights”) in relation to the Products;
3. Upon payment of the agreed price for the Products, we grant you a fully paid-up, worldwide, royalty-free and non-exclusive licence to use the Products for the purpose of receiving and using the services and the Products in your ordinary business and that of your affiliates, including for the installation of the Products.
4. The licence granted under Clause [14.2] includes only the right for you to use the Products for legitimate internal business purposes. Neither you nor your affiliates may commercially exploit, reverse engineer, recycle or recondition the Products or services, unless expressly permitted by applicable law without the possibility of contractual waiver.
5. Neither you nor your affiliates may sublicense, assign or otherwise transfer the rights granted under Clause [14.2] without our express prior written consent.
6. We give no warranty and shall not be liable for any use by you of any of the Products for any purpose other than that for which we prepared them.

Art. 15 Export control regulations

The Products or persons may be subject to sanctions or export control regulations of Switzerland, the Federal Republic of Germany, the European Union, the United Kingdom, the United States of America or other states. Either party may terminate this contract at any time due to such regulations.

If the Contractual Partner, after receiving the Products, exports them to third countries, it shall be responsible for ensuring that the Products comply with the applicable local laws and regulations in such countries. The Contractual Partner shall be solely responsible for any liability arising from non-compliance of the Products. The Contractual Partner shall indemnify us against all third-party claims in relation to the breach of these provisions, sanctions or export control regulations. This principle shall not apply if we are responsible for such breach.

Art. 16 Business ethics

We have adopted an ethics code called the “Zehnder Group Code of Conduct”, available on the website https://www.zehndergroup.com/en/investor-relations/corporate-governance. Therefore, the Contractual Partner doing business with us is obliged to review it, adhere to business principles consistent with ours and uphold and respect the highest ethical standards. Any breach of our policies shall be deemed a material breach of contract and may give rise to the appropriate actions, including a claim for damages or termination of the contract for breach.

Art. 17 Applicable law and jurisdiction

Spanish law shall apply exclusively, except for the conflict-of-law provisions of private international law, to the extent permitted by law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11/04/1980 is excluded.

The exclusive jurisdiction for all disputes arising directly or indirectly from or in connection with these GTC or their validity shall be Granollers (Spain). However, we shall also be entitled to bring claims at the registered office of the Contractual Partner.