General Purchasing Conditions

General Purchasing Conditions

1.- OBJECT

These general terms and conditions of contract (hereinafter, “GTC”) apply to all transactions for the purchase and sale of goods, supply of materials and/or equipment, execution of works and/or provision of services, as well as to any other transaction or offer incorporated in the form of a Contract or Order (hereinafter, the “Order/Contract”) between any company of the EDISON NEXT Group (hereinafter the “Client Company”) and third parties (hereinafter the “Supplier/Contractor”) and govern the rights and obligations of the parties and the interpretation and execution of an Order/Contract, prevailing over any usage, commercial practice or non-mandatory legal provision.

Any derogation or alteration of the provisions of these GTC shall be set out in a specific contractual document or in special conditions supplementary to these GTC, which, in any case, shall be formalized in writing and signed by the legal representatives of the parties. In this case, the specific contractual document or the particular conditions, as the case may be and in this order of precedence, shall prevail over these GTC.

The documents referred to in the preceding paragraph shall, together with these GTC, insofar as they are not excluded by the aforementioned rules of priority, constitute the Contractual Documentation (hereinafter, the “Contractual Documentation”) governing the contractual relationship between the Client Company and the Supplier.

For the purposes of the application of these GTC, the EDISON NEXT Group is made up of all the companies controlled, directly or indirectly, by EDISON NEXT SPAIN, S.L.U. as well as EDISON NEXT GOVERNMENT, S.R.L. Sucursal en España.

2.- ACCEPTANCE AND INTERPRETATION OF THE TERMS AND CONDITIONS OF BUSINESS

Acceptance of the Order/Contract by the Supplier/Contractor implies full knowledge of the GTC and their express and unreserved acceptance, with the Supplier/Contractor waiving its own general terms and conditions of sale.

Knowledge by the Client Company of the Supplier/Contractor’s general conditions of sale shall in no case be understood as a waiver of these GTC, and any conditions and/or specifications that the Supplier/Contractor may include in documentation of any nature, and in particular, in its proposal, delivery notes, invoices, any other documents crossed between the parties or in the general conditions it uses in the supply of its goods or in the provision of its services, that are contradictory to the provisions of the Contractual Documentation, shall be ineffective in relation to the Client Company.

Any alteration or exception to the Contractual Documentation, and in particular to these GTC, must be accepted in writing by the Client Company and signed by the legal representatives of the parties.

Any exceptions or alterations agreed by this procedure shall only be applicable to an Order/Contract.

3.- FORMALISATION OF THE RELATIONSHIP BETWEEN THE CLIENT COMPANY AND THE SUPPLIER/CONTRACTOR

The relationship between the Client Company and the Supplier/Contractor shall be documented by means of a Contract or an Order.

The Contract or Order, as well as the successive modifications or extensions, shall be formalized in writing, duly signed, to which the remaining Contractual Documentation shall be incorporated.

Acceptance by the Supplier/Contractor shall be made by such means as the Client Company may determine, including electronic means.

The Client Company shall communicate to the Contractor the type of contractual document that will govern their commercial relationship, either:

Order: this shall consist of: (i) these GTC and (ii) the Order document submitted by the Client Company, which shall be governed by these GTC. Where applicable, the Order shall be accompanied by the product and technical specifications, as well as the offer of the Supplier/Contractor selected. In the event of any discrepancy between the product and technical specifications and the offer, the product and technical specifications drawn up by the Client Company shall always prevail.

Contract: the Client Company shall draw up a specific contract setting out the particular conditions applicable to the commercial relationship. In this case, the contractual relationship shall be governed by the specific terms and conditions of the Contract and, in all matters not contrary thereto, by the GTC.

In the interests of greater legal and commercial certainty, performance of the contracted services or supplies shall not commence until the corresponding Order or Contract has been issued.

In any case, the Supplier/Contractor shall be deemed to have given its full consent to the Contractual Documentation (including these GTC):

When it does so by signing the Contract or the Order by its legal representatives.

When it commences performance of the Contract or Order.

When it issues an invoice relating to the Contract or Order.

Delivery orders dependent on a current Order shall be transmitted by the means determined by the Client Company, including electronic means, and it shall be understood that they are always accepted by the Supplier/Contractor, unless it expressly states otherwise, in writing, within five (5) calendar days of receipt.

4.- REQUIREMENTS FOR CONTRACTING WITH THE EDISON NEXT GROUP

The Contractor must be an existing company, validly constituted, solvent, with its own productive organization and assets.

The Supplier/Contractor, at the request of the Client Company, shall:

Complete the “Supplier Approval Form” as a condition prior to the award of the Order/Contract.

Complete the relevant “Integrity Check Form” as a precondition for the award of the Order/Contract. In this context, failure to send or receive the required documentation duly completed and signed, and/or the submission of documentation, including the corresponding self-certification, containing false data, shall entitle the EDISON NEXT Group to exercise the right to terminate the Contract, with immediate effect and without penalty, and to initiate any legal action.

Deliver, prior to the commencement of the work/services and/or during the same, as the case may be, the following non-exhaustive list of documents, without prejudice to any others required by the Client Company, depending on the purpose of the Order/Contract and the place where the work/services are to be provided:

“Occupational Risk Prevention Coordination Manual” document, which may be downloaded through the platform for the coordination of business activities (“coordinación de actividades empresariales”) (“CAE”), signed by the Supplier/Contractor and subcontractors involved, attaching all the documentation required therein. In the event that access to any of the Client Company’s or end client’s plants is necessary, the Supplier/Contractor must manage the necessary documentation in each case.

Commitment to comply with the prevention of occupational hazards.

The corresponding certificate issued by the Tax Administration, in accordance with the provisions of article 43 of the General Tax Law and the corresponding certificate of being up to date with their Social Security obligations in accordance with article 42 of the Workers’ Statutes.

TC1, TC2 and ITA forms with the corresponding receipt of payment.

Certificates of medical fitness of its personnel.

Record of delivery of personal protective equipment (hereinafter, “PPE”).

Occupational risk assessment (ERL) and preventive planning.

Prevention plan.

Information/Training on Occupational Risk Prevention in accordance with articles 18 and 19 of Law 31/1995, of 8 November on Occupational Risk Prevention.

Formation of the collective agreement (when applicable).

Certificate of being up to date with the payment of employees’ salaries.

Specific training according to the task to be carried out (work at height, confined spaces, etc.).

Appointment of a preventive resource (when necessary).

Monthly list of all accidents at work and medical discharges of its personnel, as well as, if applicable, of the personnel of the contractor with which it has subcontracted part of the work, without prejudice to the obligation of the Supplier/Contractor to notify, as a matter of urgency and immediately, any serious accidents.

Notification of the Prevention Delegates and Health and Safety Committees, where applicable.

List of all the personnel that the Contractor/Supplier is going to employ for the execution of the works or services.

List of machinery/equipment to be used with its corresponding documentation.

Obtaining from the Supplier/Contractor’s subcontractors the waiver of the exercise of the direct action against the Client Company regulated in article 1597 of the Civil Code.

From the provisional acceptance of an installation until the signing of the definitive acceptance or the end of the contractual guarantee period, the Supplier/Contractor must keep up to date the security documentation that allows its personnel access to the end client’s installations. If this information is to be incorporated in control platforms or files, the Supplier/Contractor shall ensure that this documentation is up to date and that both the Supplier/Contractor and its technicians are authorized to immediately access the Client Company’s or the end client’s premises. In the event that the Supplier/Contractor fails to comply with this obligation, a penalty of 1% of the value of the Contract/Order may be applied for each day of delay in accessing the facilities for this reason.

OBLIGATIONS AND RESPONSIBILITIES OF THE SUPPLIER/CONTRACTOR

The Supplier/Contractor is obliged to:

Draw up and deliver all the technical documentation required to carry out and supervise the assembly, supply, provision of services and use of materials.
Provide drawings of the individual components in which the assembly connections can be shown.
Provide technical advice and assistance to the Client Company during the warranty period.

Draw up the planning (chronogram) of all the activities to be carried out in such a way as to allow correct monitoring and control by the Client Company.
Preserve and stockpiling of materials and assembly at his own expense.
Carry out tests, analyses and trials (including quality tests) at your own expense.
Train the personnel of the Client Company and the end client.
Store the products not used during the contractually fixed period or, in the event of defects, for six (6) months.
Identify the products.

In the case of the supply of chemical products, the Supplier/Contractor shall provide the Client Company with both the safety data sheet and the technical data sheet of the product.

In the case of the supply of instrumentation and measurement equipment (hereinafter, “EIM”), these shall be provided with the corresponding calibration certificate, except for those that the technical department considers not to be necessary.

In the case of the acquisition of PPE, these shall be accompanied by the instructions for use or information leaflet in Spanish and shall be identified with the CE marking.

instructions for use or information leaflet in Spanish and shall be identified with the “CE” marking.

Likewise, for the correct execution of the Order/Contract, the Supplier/Contractor must have and provide the following means and resources:

Materials:

The Supplier/Contractor shall provide the tools, instruments and other materials necessary for the execution of the contracted work and shall be responsible for all elements of its property, with full indemnity to the Client Company.

In any case, all the materials covered by the Order/Contract must be approved by EU regulations and must be certified with the CE mark. If this is not the case, the Client Company reserves the right to reject or cancel the Order/Contract.

In order to ensure the levels of quality and viability, the Client Company may require the Supplier/Contractor to provide all the documentation it deems relevant, which must be delivered within a maximum period of one (1) week, unless, for reasons beyond the reach of the parties, an extension of the period is required, which, in any case, must be agreed between both parties.

Utilities:

When necessary, the Client Company shall make available to the Supplier/Contractor, the utilities for the execution of the services, such as, electricity and water connections. Unless otherwise agreed between the parties in the Documentation, the costs of energy consumed during the scope of services shall be borne by the Supplier/Contractor.

Technical Resources:

The Supplier/Contractor shall provide the technology necessary for the most appropriate execution of the Order/Contract in accordance with the current state of science.

Human Resources:

The Contractor shall provide the human resources necessary to carry out the Order. The Contractor shall be responsible for the training of the workers and shall therefore ensure that its personnel have the necessary training, experience and professional level to guarantee the quality of the work and safety in the performance of the same.

Obligations regarding the organization of work and the prevention of occupational hazards:

The Supplier/Contractor, prior to the start of the execution of the Order/Contract, shall provide all documentation relating to the Prevention of Occupational Risks, as well as any other matter that may be demanded by the Client Company’s CAE platform in order to comply with the legal obligations. The Supplier/Contractor shall receive access codes to the platform and shall be responsible for uploading the documentation to the platform.

Failure or delay in the delivery of the documentation required by CAE within the stipulated deadlines shall give rise to a penalty payable by the Supplier/Contractor of 1% of the value of the Order/Contract for each week or fraction thereof of delay up to a maximum of 10% of the value of the Order/Contract. Such penalty is not a substitute for This penalty is not a substitute for a claim for damages.

The Supplier/Contractor, through its manager or person in charge, shall inform its workers, prior to the start of the work, of the health and safety risks that affect the company as a whole, the facilities, and each type of work post or function, the existing protection and prevention measures against these risks and the emergency measures that have been indicated by the Client Company, and shall inform each worker directly. The Supplier/Contractor shall guarantee that each worker receives sufficient and appropriate theoretical and practical training in prevention, with regard to the risks present in the work covered by the Contractual Documentation, both at the time of their contracting and when changes are made to the functions or new technologies or changes are introduced in the work equipment.

The Supplier/Contractor, when required to do so by the Client Company, shall designate a person by name to represent it, who shall be responsible for the personnel who will carry out the contracted work, as well as for the work organization of the same. This representative of the Supplier/Contractor shall also serve as the sole and valid interlocutor with the Client Company, for the purposes of coordination and resolution of incidents during the development of the works.

The Supplier/Contractor’s personnel shall report to the person in charge designated by the Supplier/Contractor, for all purposes and exclusively, and there shall be no employment relationship of any kind between them and the Client Company. As regards safety at work, compliance with Law 31/1995 of 8 November 1995 on the Prevention of Occupational Risks and the rest of the provisions that develop it or the equivalent in each country shall be obligatory.

Any breach of occupational risk prevention by the Supplier/Contractor’s employees, suppliers, subcontractors and/or agents shall entitle the Client Company to terminate, at any time, the corresponding contract once the Supplier/Contractor has received ten (10) calendar days’ notice of termination of the corresponding Order/Contract, without entitlement to any compensation in favor of the Supplier/Contractor and without prejudice to any other rights and actions that may correspond to the Client Company. The Supplier/Contractor shall facilitate the performance of inspections and audits in relation to the Client Company’s compliance with safety regulations.

Obligations regarding environmental, energy and health and safety management:

To the extent applicable to the object of the Order/Contract, the Supplier/Contractor shall observe environmental, energy and occupational health and safety performance in line with the requirements set out in the legislation in force, as well as in its own internal regulations and in the ISO Standards implemented by the EDISON NEXT Group.

In particular, the Supplier/Contractor undertakes to:

Comply with the minimum requirements that are legally enforceable in terms of environmental and occupational health and safety.

Minimize as far as possible any environmental impact associated with the activity carried out by virtue of an Order/Contract.

Not to carry out emissions that exceed the levels permitted by current legislation, so as to ensure a minimum impact on air quality in the area where the work/services are carried out.

Not to spill any hazardous substances, nor to clean up containers, drums and containers that have contained hazardous substances in non-approved areas. In the event of a spillage, the personnel of the Client Company must be informed immediately, taking the necessary measures to prevent the spillage from affecting sewers, drains, etc. and from causing a more serious pollution episode. The spillage shall be collected with absorbent material and managed by the corresponding authorised manager.

Correctly identify waste, both hazardous and non-hazardous, and compulsorily segregate it at the time it is generated.

Use the containers and collection systems established at the facilities where the services are provided only if the Client Company so permits. Otherwise, the Supplier/Contractor shall be responsible for the correct management and removal of the waste it generates. If necessary, the Supplier/Contractor shall have an emergency and contingency plan that includes the actions and measures to be taken in the event of potential situations (emissions, contamination, soil, etc.).

Immediately inform the Client Company of any situation of environmental risk.

Switch off manual lights either because the illuminated area is not going to be used (end of the day or the work carried out) or because there is sufficient natural light to carry out the work.

Notify the Client Company of any breakdown in the lighting, heating, air conditioning or process systems (compressed air leaks, etc.) in the installations where the services are carried out.

Request the Client Company to switch on and off the lighting and air conditioning where work is to be carried out outside normal working hours.

Maintain the energy installations or those that consume energy in good condition, so that they do not involve inappropriate energy consumption.

Use energy-efficient equipment, machinery and tools.

Avoid energy losses by not keeping doors and windows open when heating or air-conditioning is on.

Apply and comply with the operational energy criteria defined in the Contractual Documentation and those inherent to the work area when they exist.

Inform the Client Company’s personnel of any incident detected with regard to energy use and consumption.

Maintain conditions of order, hygiene and cleanliness in the work area.

For those cases in which it is not imposed by technical specifications or specific contractual clauses, the Supplier/Contractor shall take into account sustainability, social and good governance (ESG) criteria, both in the supply chain of consumer goods and equipment it provides and in the development of its own activity, promoting the integration of circular economy practices in the same.

The Supplier/Contractor accepts that it will be periodically evaluated by the Client Company on the basis of the following aspects: compliance with delivery deadlines, product/service quality, attitude, capacity, behaviour in environmental, energy and occupational health and safety matters.

6.-PRICE

Unless a revision or updating mechanism is included in the Contractual Documentation, the prices established in the formalized Orders/Contracts are fixed, global and non-revisable, and no additional surcharge may be applied that has not been previously accepted in writing by the Client Company.

The price includes all expenses and charges that are directly or indirectly necessary for the performance by the Supplier/Contractor of the work, the supply and/or the contracted service and, in general, the fulfilment of all the obligations that it assumes as a result of the contractual relationship.

All payments made prior to provisional acceptance or delivery of the technical documentation, as stipulated in the Order/Contract, shall be considered as advances to the Supplier/Contractor on account of payment of the price. The payment of the price does not imply the Client Company’s conformity with the work, supply and/or service contracted, nor a waiver of the rights that may correspond to it by virtue of the Order/Contract.

Design or construction alterations required by the Client Company shall be undertaken by the Supplier/Contractor without compensation insofar as the total costs of such alterations do not exceed 5% of the price. Such alterations shall be requested in writing.

7.- TAXES

All taxes, levies, duties, taxes and public prices to which the execution of the Order/Contract gives rise shall be for the account and charge of the Supplier/Contractor, except those which by Law correspond to the Client Company. In particular, Value Added Tax (V.A.T.) shall be paid by the Client Company.

8.- INVOICING

Invoices shall be issued in the name of the Client Company and must necessarily make reference to the Order or Contract number. Invoices that lack any of these requirements and that do not comply with the regulations in force at any given time for invoicing and VAT purposes or that are not accompanied by the corresponding delivery note or certificate shall not be accepted.

Unless specifically agreed otherwise, the date of the invoice shall not be prior to the date of delivery and reception of the work, supply or service contracted, which shall be corroborated with the corresponding delivery note.

In the case of invoices that have been returned and cancelled for not complying with the provisions of the present GC, the invoice that replaces it must have a new invoice number and be dated as of the date of its return.

Invoices shall be sent by e-mail to:

Public Unit: contabilidad.public@edison.es

Tertiary Unit: tertiary@edison.es

Industry Unit: AtencionProveedores.Industry@edison.es

or to the following address: calle Velázquez, 50, 2º piso, 28001, Madrid.

9.- TERMS OF PAYMENT

Unless otherwise agreed in writing, the terms of payment shall be as follows:

Contracting of services/performance of works: 100% on completion of the work, provided that the Client Company agrees to this.

Purchase/sale of goods and/or equipment: 100% will be invoiced upon delivery and prior acceptance by the Client Company of the goods in question.

In case a) the duly signed works certificate shall be sent together with the invoice.

In case b) a copy of the duly signed delivery note shall be sent together with the invoice.

Payments shall be made by bank transfer sixty (60) days after the invoice date, after analysis and agreement of the Client Company with the invoice.

The Client Company is entitled to withhold payment of invoices issued by the Supplier/Contractor if the latter fails to meet its contractual obligations.

10.- RIGHT TO INFORMATION, INSPECTIONS AND QUALITY CONTROL

The Supplier/Contractor shall regularly inform the Client Company about the execution of the works, the supply or the development of the contracted services.

The Client Company shall be given access to the facilities, warehouses, offices and/or workshops of the Supplier/Contractor, as well as those of its subcontractors, as well as to the calculations and documentation on the technical design in order to carry out any checks it deems necessary concerning the quality, execution of the work and/or manufacturing processes.

By the mere fact of signing the Contractual Documentation, the Supplier/Contractor grants the Client Company the right of inspection in the broadest sense, either carried out directly by its own personnel or through representatives authorized by the Client Company, of the works, of all the materials, installations, elements or activities that affect the production process of the work, supply or manufacturing process, as well as of all the materials, installations, elements or activities that affect the production process of the work, supply or service contracted, including tests and trials.

The technical characteristics or any other type of work covered by the Contractual Documentation may be checked by the Client Company at any time during the course of the works, or also on reception, wherever this may take place.

The Supplier/Contractor shall be responsible for the inspection and testing of all goods and services during manufacture to ensure that they comply in all respects with the technical and legal requirements of the

The Supplier/Contractor shall be responsible for the inspection and testing of all goods and services during their manufacture to ensure that they comply in all respects with the technical and legal requirements of the Order/Contract, and that they are in accordance with good design, engineering and manufacturing practice.

The Supplier/Contractor shall be responsible for the expenses related to its material and human resources for carrying out the aforementioned inspection tests, obtaining certificates, special tests, etc., the results of which must necessarily comply with the required qualities.

The performance of these inspections and tests shall in no way affect the Supplier/Contractor’s responsibility in the fulfilment of its obligations in relation to the Order/Contract.

The Client Company shall have the right to carry out the audits it deems appropriate, with its own or external personnel, for the purpose of verifying compliance by the Supplier/Contractor with its obligations and commitments assumed.

The Client Company shall give at least ten (10) calendar days’ prior written notice of the audit work to be carried out. The Supplier/Contractor shall provide the audit team with access to the Supplier/Contractor’s premises and offices and to all documentation related to the Order/Contract.

As indicated in the EDISON NEXT Group procedure “Evaluation of Suppliers and Contractors”, the performance of the Supplier/Contractor will be evaluated in the following areas: delivery times, product and/or service quality, attitude, capacity, environmental, social and good governance and integrity (ESG) performance, as well as occupational health and safety and energy performance.

11.- EXECUTION OF THE ORDER/CONTRACT

11.1.- Receipt and delivery deadlines

The delivery terms of the materials, goods or equipment shall be those established in the Contractual Documentation. The work, supply or service contracted with installation shall be completed on the date and at the places provided for this purpose in the Contractual Documentation.

The goods, equipment or supplies shall be deemed to have been delivered when the Supplier/Contractor makes them available to the Client Company at the place indicated in the Contractual Documentation, accompanied by the user manuals and documentation required for the correct use or exploitation of the goods or services acquired.

In the case of works, supplies or services contracted with installation, the Supplier/Contractor shall document the work carried out (by means of delivery note, certifications, reports, provisional acceptance report, etc.) as established in the Contractual Documentation and, failing this, according to the indications provided by the Client Company or proposed by the Supplier/Contractor.

The results of the works, supplies or services executed by the Supplier/Contractor shall be deemed to have been delivered to and received by the Client Company when the Client Company signs the Provisional Acceptance Certificate, or if this document is not provided for, upon completion of the works, provided that the Client Company has not objected in writing within one (1) month.

Delivery deadlines shall be considered essential, except for events attributable to the Client Company, for reasons of Force Majeure or because the Client Company so authorizes.

In the event of delay of a delivery date or in the event of incomplete or defective delivery, the Client Company may inform the Supplier/Contractor of a new delivery date, without prejudice to the possibility of classifying it as a breach of contract for the purpose of applying the penalties established in the Contractual Documentation and, if applicable, of being able to terminate the contractual relationship. In addition, the Client Company may request a third party to carry out the service not complied with by the Supplier/Contractor, being the latter responsible for all expenses incurred.

Failure to deliver on time shall result in a penalty chargeable to the Supplier/Contractor of 2% of the value of the Order/Contract for each week or fraction thereof of delay up to a maximum of 20% of the value of the Order/Contract. The penalty for delay shall not be deemed to be a substitute for a claim for damages.

Penalties shall be paid by the Supplier/Contractor to the Client Company within thirty (30) days of written notice of the contractual default. In the event that the Supplier/Contractor fails to make such payment, the Client Company may charge the penalties to the Supplier/Contractor from the outstanding amounts payable to the Supplier/Contractor.

After two (2) weeks of delay and without prejudice to the penalty accrued for delay, the Client Company may proceed to terminate the Contract/Order in accordance with the provisions of these GTC.

11.2.- Transport and unloading

Transport, packaging, loading and unloading Transport to the point of delivery shall be at the Supplier’s/Contractor’s expense, unless otherwise stated in the Order/Contract. The Contractor shall also bear the cost and risk of transporting the materials from the place of manufacture to the place of delivery and installation, and shall provide all necessary tools, lifting equipment, scaffolding, machines, construction materials, welding equipment, etc. necessary, as well as adequate and safe storage space, unless a different agreement is reached.

If the type of material so requires, the Contractor shall be obliged to obtain from the competent bodies the appropriate transit permits, licenses, authorizations and police escorts required for the transport, and shall be responsible for the cost of all the work involved, such as traffic detour, shoring of bridges, signaling, etc.

The Contractor shall insure the transport of the goods with a sufficiently guaranteed insurance company.

All materials, goods and equipment covered by the Order/Contract shall be carefully packed and protected for handling, loading, transport and storage, in accordance with applicable regulations and good practices. In any case, the Supplier/Contractor shall be liable for any damage resulting from packaging, transport and storage.

Charges for packaging, transport, transport insurance, loading and unloading of goods or products shall not be accepted unless they have been previously communicated to and accepted by the Client Company.

The Contractor shall be liable to the Client Company and third parties for any damages that may be caused in the packaging, transport, loading and/or unloading operations, even if not directly carried out by the Supplier/Contractor, leaving the Client Company fully indemnified.

11.3.- Documentation

Each delivery shall be accompanied by all the final technical documentation and test protocols established in the Contractual Documentation and, if applicable, in the corresponding technical standards, free of charge for the Client Company. In particular, the drawings, test protocols, parts lists, user manuals, instruction books, lists of recommended spare parts with their prices and any other documents provided for in the Contractual Documentation.

Delivery shall not be considered completed until all documentation has been received by the Client Company. Delay in delivery of the documentation shall entitle the Client Company to claim the penalties set forth in this Condition 11.1.

11.4.- Delivery conditions

In order to carry out the delivery, the Supplier/Contractor shall send to the Client Company in due time, the notice of dispatch of the goods, equipment or supply, indicating the following data:

Order/Contract reference number.
List of packages sent with indication of the material they contain and, if they are the last ones of the Order/Contract, it shall expressly indicate this circumstance.
Details of the means of transport used or the company carrying out the transport.
Date and place of delivery of the goods, equipment or supplies if in the Contractual Documentation it has been foreseen that the transport is at the Client Company’s expense.

The advice of dispatch shall be sent to the attention of the contact person or person responsible for reception as stated in the Order/Contract.

All goods, equipment and supplies shall be duly marked, referenced and labeled for correct and easy reception, accompanied by the corresponding delivery note in which the aforementioned data shall be clearly stated.

The signature of the receipt by the Client Company of a shipment or dispatch of goods from the Supplier/Contractor shall not be considered as final acceptance of the same, which shall be subject to subsequent revisions. For final acceptance, the Customer Company’s express agreement in writing or by electronic means to the quantity and quality is indispensable. The Client Company shall have a period of one (1) month from the delivery of the supply to report the existence of defects or faults.

11.5 Provisional acceptance, final acceptance, transfer of ownership and risks

Provisional acceptance shall be carried out after proof of the correct operation of the installations or their inspection and shall be effective with the signing of a provisional acceptance certificate by the technical management of the works, the Client Company and the end client in each case.

The Supplier/Contractor shall be responsible for the correct execution of the contracted services, and shall repair, at its own expense, any improperly executed work, at the Client Company’s discretion.

In the event that defects are detected in the Supplier/Contractor’s service, it shall be granted a term of thirty (30) calendar days, unless another term is mutually agreed upon, to carry out the modifications, adaptations or replacement of the defective supply or correction of the Order/Contract, proceeding again to the provisional reception and its formalization.

The Supplier/Contractor shall carry out, at its own expense, all the tests that, according to the technical regulations, are necessary to guarantee the total correspondence of its supplies and services with the conditions of the Order/Contract, and those required by the Client Company or the end customer, which shall not limit its responsibilities.

Final acceptance shall take place after the expiry of the warranty period, the term of which is established for each case in Condition 13.

The transfer of ownership and risks shall take place in accordance with the provisions of the Contractual Documentation. In the absence of any provision in the Contractual Documentation, the transfer of ownership and risks of the goods and equipment purchased shall take place in accordance with the DDP Incoterm (Incoterm 2010), provided that the goods have actually been delivered to the agreed point of destination.

Until provisional acceptance of the work or installation, the Supplier/Contractor shall bear the risk of loss, theft or damage to the Order, which shall, however, be duly covered by the corresponding insurance.

12.- SPARE PARTS

The Supplier/Contractor undertakes, at the request of the Client Company, to have available spare parts for assembly and commissioning, and the corresponding spare parts for six (6) years of operation of the equipment purchased.

The Supplier/Contractor shall always deliver at any time requested by the Client Company the list of spare parts indicating the unit prices and delivery terms.

13.- GUARANTEES

The Supplier/Contractor shall guarantee that the quality of the works, supplies or services meets the conditions agreed between the parties.

The Contractor warrants to the Client Company that the goods/equipment supplied:

are free from defects, visible or hidden, by workmanship, materials or manufacture.
conform to the specifications, drawings, samples or other established descriptions applicable thereto.
are suitable for the purpose for which they are intended.
meet all contractual and legally enforceable quality and operational requirements.
are free of liens and encumbrances in favor of third parties not declared or known to the Client Company.

Unless otherwise provided by law or written agreement to the contrary, the warranty period for the goods and services supplied shall be at least twenty-four (24) months from the date of satisfactory receipt.

Within the warranty period, the Supplier/Contractor shall rectify any deficiencies in the supply, at its own expense and risk, within one (1) week unless otherwise agreed by the Parties.

All costs associated with rectifications shall be for the account and at the expense of the Supplier/Contractor, including, but not limited to, service costs, disassembly and assembly (if necessary), travel (meals and subsistence), transportation of goods, customs costs/fees and/or waste management. These deficiencies include defects due to faulty workmanship and/or transport and packaging, qualities that do not meet those agreed between the Parties, lack of performance or operating characteristics duly accredited by the Client Company and any other deficiencies involving repairs, replacements, substitutions for any reason whatsoever.

If the same parts should have to be repaired or replaced more than three (3) times, or if it is reasonable that having a certain failure could affect other similar parts, the Supplier/Contractor shall be obliged to eliminate the source of such defects by appropriate measures at no charge to the Client Company, such as, for example, modification of the design or use of other materials.

For repaired or re-supplied parts, the warranty period shall commence at the time they are ready for service.

Without prejudice to the Client Company’s right to reject the supply and/or service with deficiencies, the Client Company may demand price reductions if, after repeated corrections, the contractual specifications are not met.

In any case, the Contractor shall be liable to the Client Company for five (5) years from receipt of the service and/or supply for any hidden defects that may become apparent. To this effect, the Contractor shall be obliged to repair or replace the parts, equipment, works or supplies.

In the event that the Supplier/Contractor does not comply with its obligation to remedy the defects, as set forth above, the Client Company reserves the right to correct or replace the defects or errors detected, by itself or through a third party, and to charge the Supplier/Contractor for the consequent expenses, for which purpose the Client Company may deduct the amount corresponding to such expenses from the invoices pending payment, withhold up to such amount any amount pending payment, or execute, if any and up to such amount, the guarantees (if any) provided by the Supplier/Contractor.

14.- GUARANTEES AND RETENTIONS

In accordance with the characteristics of the work, supply and/or service, the Client Company may request from the Supplier/Contractor a joint and several guarantee on first demand issued by a first level bank, as a guarantee of faithful compliance with the obligations and responsibilities arising from the Order/Contract, for a value of not less than 10% of the price and which shall expressly waive the benefits of order (“excusion”) and division of the guarantor entity.

The performance bond shall be held in favor of the Client Company during the guarantee period indicated in Condition 13 to cover any damages and expenses that may arise and shall be returned at the end of said period if the defects do not exist or have already been remedied. In the event of a price increase during the execution of the Order/Contract, the Contractor shall be obliged to submit to the Client Company a bank guarantee in addition to the above, with identical requirements to those set out above for 10% of the increase.

In addition, in the event that the Order/Contract involves assembly or installation, the Client Company may, as a performance bond, withhold payment of 10% of the amount of each of the Supplier/Contractor’s invoices. This withholding shall not accrue any interest in favor of the Supplier/Contractor. This withholding may be replaced, at the request of the Supplier/Contractor and with the prior written authorization of the Company, by the this retention may be replaced, at the request of the Supplier/Contractor and with the prior written consent of the Client Company, by a performance bond for the amount and for the period defined above.

The Client Company reserves the right to require from the Supplier/Contractor any other guarantees it deems appropriate depending on the characteristics of the Order/Contract, such as a guarantee for advance payments on account or a surety bond.

15.- LIABILITY

The Supplier/Contractor shall be liable to the Client Company for any damages that it, its employees, subcontractors, representatives and/or agents may cause to the Client Company or its employees as a consequence of the breach of its contractual or legal obligations. The Supplier/Contractor shall be liable and shall indemnify the Client Company for all damages and losses arising from such breaches.

The Supplier/Contractor shall also hold the Client Company harmless and indemnify it against any loss, financial security, cost, damage or expense incurred by it as a result of any claim or action against it arising out of the use or sale of the goods supplied.

The Supplier/Contractor shall indemnify and hold harmless the Client Company against any damages or expenses that, due to the liability imposed by law, may fall upon the latter, as well as for damages caused by injury or death of any person or persons, whoever they may be, and/or damage to property, whoever they may belong to, arising as a consequence of the performance of the installation and/or commissioning works of the goods and/or equipment supplied.

The Supplier shall indemnify and defend, free of charge, the Client Company against any claim or action for infringement of industrial or intellectual property rights arising from the use or sale of the goods supplied.

The Supplier/Contractor assumes full non-contractual liability for all damages, whether pecuniary or non-pecuniary, caused by it, its employees, collaborators and subcontractors to the Client Company, its employees, collaborators and/or any third parties.

16.- INSURANCE

The Supplier/Contractor has taken out or undertakes to take out and maintain in force during the entire term of the Order/Contract, with insurance companies of recognized solvency, the insurance policies indicated in the following sections and that apply due to the services contracted, and to take out and control that its subcontractors take out and maintain equivalent insurance policies.

Civil Liability Insurance, for a minimum amount of ONE MILLION FIVE HUNDRED THOUSAND EUROS. (1,500,000 Euros) with Employer’s Liability without limit, and in case there is one, with a limit of SIX HUNDRED THOUSAND EUROS (600,000 Euros) per victim. This insurance shall cover the liability of the Supplier/Contractor arising from damage or injury, whether material or personal, as well as the consequences thereof, caused to the Client Company or other third parties, even if such third parties have addressed their claim directly against the Client Company.

Accident insurance for all its workers and those of its subcontractors assigned to the services, with the coverage that, as a minimum, satisfies the legal requirements in this respect and/or that established by the applicable collective bargaining agreements, as well as all the legally required compulsory insurances.
Transport insurance that guarantees the losses or damages suffered by the equipment and materials included in the supply from their transport, intermediate storage, loading and unloading and/or handling from the places of manufacture to their reception.

Fire, theft and material damage insurance to cover the manufacturing risks of the supply.

Any other insurance required by the legal provisions applicable to the works and services performed by the Supplier/Contractor or its subcontractors in connection with the Order/Contract.

According to the characteristics of the Order/Contract, the Client Company may require the Supplier/Contractor to contract other insurances.

In no case shall the insurance policies contracted limit the liabilities assumed by the Supplier/Contractor in relation to the Order/Contract.

Should it be necessary for the policies contracted to cover amounts greater than those mentioned above, this shall be indicated in the Order/Contract.

The Contractor shall provide the Client Company with copies of the policies before starting the works whenever the Client Company so requests, as well as certifications from the insurance companies in relation to the policies it has contracted and/or which it specifically contracts, and which affect the corresponding Order/Contract, indicating the name of the insurance company, the policy number, the coverages, exclusions, limits, sublimit and deductibles, start and expiration dates as well as proof of being up to date with payment before the start of the works/services.

17.- CODE OF ETHICS AND WHISTLE-BLOWER CHANNEL

The EDISON NEXT Group considers compliance with its code of ethics and its compliance by its Suppliers/Contractors in the terms published on the website: www.edisonnext.es to be of the utmost importance.

The Supplier/Contractor is informed and agrees to abide by this code of ethics in all its terms.

Any breach or violation of the code of ethics may be reported through the reporting channels indicated on the website www.edisonnext.es.

The Supplier/Contractor also accepts that such code of ethics may be modified and shall be deemed to have been duly notified of the changes with the mere publication on the website of the new version of the code of ethics. The Supplier/Contractor undertakes to ensure that its employees and subcontractors are aware of and comply with the provisions of the EDISON NEXT Group’s code of ethics.

18.- COMPLIANCE

The Supplier/Contractor undertakes to comply with the legal provisions applicable to the treatment of employees, environmental protection and occupational safety, and to take the necessary measures to reduce the harmful effects on people and the environment in its activities.

Furthermore, the Supplier/Contractor shall respect international principles regarding the protection of international human rights, the right to collective bargaining, the elimination of forced labor and child labor, the elimination of discrimination in hiring and employment, environmental responsibility and the elimination of corruption.

19.- LICENSES, PERMITS AND AUTHORIZATIONS

Each Party shall obtain and maintain at its own expense such licenses, permits and authorizations as it may require to perform its obligations under the Contractual Documentation.

20.- TERMINATION

The Order/Contract shall be terminated, concluding as of right, in the following cases:

Expiration of the term of the Order/Contract.
For serious or repeated breach by the Supplier/Contractor of the obligations assumed under the Contractual Documentation, provided that such breach is irremediable or when, being remediable from the point of view of the Client Company, it is not remedied within the term set by the parties to that effect.
For the impossibility on the part of the Supplier/Contractor to obtain the certificates and approvals contractually required.
Due to the death, dissolution or liquidation of the Supplier/Contractor, as well as in case of insolvency situation considered as an objective presupposition of the situation of bankruptcy or pre-bankruptcy, initiation of negotiations to reach an out-of-court payment agreement or similar with creditors.
In the event of the Supplier/Contractor’s effective inability to remedy any non-compliance with the established technical requirements, repetition of errors or defects or non-compliance with the instructions of the Client Company given under any of the clauses or conditions of the Contractual Documentation.
For the Supplier/Contractor’s failure to comply with its obligations regarding labor law and social security and occupational health and safety with its employees, subcontractors or personnel in accordance with the provisions of Condition 5.
When there is abandonment, interruption or suspension of the supply by the Supplier/Contractor in the fulfillment of the Order/Contract.
At the request of the Client Company in the event of delay in delivery and/or installation as set forth in Condition 11 of these GTC.
If a fault or essential deficiency is detected, and in particular with respect to the guarantees, in any of the installations that may make up the supply within twenty-four (24) months following the satisfactory receipt of the service and/or materials and the Supplier/Contractor has not resolved it within a maximum period of one (1) month from the notification of the Client Company.
The subcontracting of third parties without the knowledge and prior written authorization of the Client Company.
Breach by the Supplier/Contractor of another Order/Contract with another EDISON NEXT Group company.
Deficiencies in the audits of the Supplier/Contractor, provided that they affect the Order/Contract.
Any other causes provided in the Contractual Documentation.
At the request of the Client Company, without the need to allege just cause, provided that it notifies the Contractor one (1) month in advance.

The termination shall always be for just cause, provided that the Contractor gives one (1) months’ notice.

Termination shall always be communicated to the Contractor/Supplier by registered letter with acknowledgement of receipt, taking effect from the date of receipt.

In the event of termination, in all the above cases (except in paragraph (xiv), the Contractor/Supplier shall not be entitled to claim any compensation whatsoever. In the case provided for in paragraph (xiv), the Client Company shall be obliged to pay the amounts outstanding up to the date of cancellation of the Order/Contract.

In any case, the existence of penalties agreed between the Parties shall be without prejudice to any compensation for damages to which either Party may be entitled. In no event shall the Client Company indemnify the Supplier/Contractor for loss of profits, loss of business or commercial reputation, consequential damages or any similar damages.

In the event of termination of the Order/Contract due to Supplier’s/Contractor’s non-performance, Supplier/Contractor shall indemnify the Client Company for any cost overruns incurred by the latter for new procurement of supplies. In order to cover this indemnity, the Client Company may take possession of the amounts withheld or, as the case may be, execute the performance bond, as set forth in Condition 14, or shall be charged for the expenses incurred in accordance with the legislation in force.

21.- CONFIDENTIALITY

The Supplier/Contractor undertakes to maintain under strict and rigorous confidentiality all information of which it has or becomes aware by virtue of the execution of the Order/Contract (including plans, designs and specifications delivered by the Client Company), or in connection with the same, including all those received prior to its conclusion.

The Supplier/Contractor undertakes to ensure that its employees, suppliers and subcontractors respect the confidentiality of the information to which they have access and shall be liable for any breach of the duty of secrecy of such persons or entities in question.

The obligation of confidentiality shall remain in force for a period of five (5) years from the date of termination, for any reason, of the Order/Contract.

Any public disclosure relating to the Order/Contract must be subject to prior written approval by the Client Company. The Client Company reserves the right to publish the Supplier/Contractor’s transactions with the Supplier/Contractor.

The Supplier/Contractor shall destroy and/or return to the Client Company all documents, records and files containing confidential information, in original or copy, on whatever medium, immediately after the reason for which the Client Company provided them has ceased and, in any case, after the Order/Contract has been terminated.

22.- INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS

Any material and documentation delivered by the Client Company to the Supplier/Contractor for the purposes of fulfilling the Order/Contract, will be used by the Supplier/Contractor exclusively for this purpose, respecting the intellectual and industrial property rights that fall upon them, being returned to the Client Company as soon as requested.

The Supplier/Contractor must ensure that it is the owner of all industrial and intellectual property rights necessary for the purchase and sale of goods, execution of the supply or provision of services or obtain in its favor or in favor of the Client Company, as applicable, the licenses, authorizations or transfers of rights that allow the Client Company the full and regular use of the goods and services acquired from the Supplier/Contractor.

Specifically, the Supplier/Contractor guarantees that the execution of the Order/Contract will not violate industrial and intellectual property rights of third parties and is obliged to fully compensate the Client Company (including any damages, losses, legal and defense costs and expenses). in the event that any responsibility is attributed to it for the use improper use of materials, documents and information that are the subject of third-party rights of this nature.

Unless otherwise agreed in writing in the Contractual Documents, all projects, designs, software, studies, reports and other creations prepared by the Supplier/Contractor in execution of the Order/Contract or result of the services provided will be the property of the Client Company for all effects.

The Supplier/Contractor waives any intellectual and industrial property rights that may arise from the execution of an Order/Contract.

23.- PROTECTION OF PERSONAL DATA

The legal representative(s) and/or signatory(s) of the Supplier/Contractor are informed that their personal data will be processed by the Client Company for the purpose of managing the Order/Contract signed between the parties. The legal basis of the processing is the execution of the contract or the application of pre-contractual measures, so that the failure to provide personal information could limit or prevent its correct development and execution. The data provided will be kept as long as the commercial relationship is maintained and, in any case, once it ceases, during the applicable legal conservation and/or prescription periods. The data may be transferred to other entities that make up the EDISON NEXT Group (https://www.edisonnext.es/conoce-edf fenice/) for administrative and internal purposes. Outside of these cases, they will not be transferred to third parties, except in cases where there is a legal obligation. They are informed that, at any time, they can exercise their rights of access, rectification, deletion, limitation of processing, opposition, data portability and, where appropriate, not to be subject to a decision based solely on automated processing, including preparation of profiles, being able to send a written communication to the Data Protection Delegate (DPD) of the EDISON NEXT Group at the postal address Calle Velázquez 50, 2nd floor 28001, Madrid, or at the email privacy@edison.es. In particular, if they consider that the treatment does not comply with current regulations or they consider that they have not obtained satisfaction in the exercise of their rights, they may file a claim with the Spanish Agency for the Protection of Personal Data: www.aepd.es), if It is advisable to contact the DPD in advance, in order to try to resolve the possible situation or conflict that has occurred in this area.

24.- SURPRISED CONTRACTUAL IMBALANCE

The Parties agree that, in the event that extraordinary and unforeseeable circumstances occur, during the validity of the execution of the Order/Contract, that substantially alter, in any way, the balance of the parties’ services, causing serious and onerous damage to the Client Company, it will have the power to request the termination of the Order/Contract in the event that the parties do not reach a fair and equitable agreement on the modifications appropriate to restore the balance of benefits.

25.- FORCE MAJEURE

Neither of the contracting parties will be considered to have breached their contractual obligations as long as the performance of said obligations becomes impossible or is delayed due to Force Majeure.

The party that considers itself affected by a Force Majeure cause will notify the other as soon as possible and within a maximum period of two

(2) calendar days from the day on which said party had knowledge of it. Likewise, and within a maximum period of five (5) calendar days, the documents that prove such situation must be sent, as well as an estimate of the expected duration of the same.

Under no circumstances are the following considered causes of Force Majeure:

Strikes and other measures to resolve labor disputes of the Supplier / Contractor or its subcontractors, unless they are national or sectoral.
Meteorological conditions or phenomena that could have been reasonably foreseen by an experienced Supplier/Contractor operating on the site, such that their harmful effects could have been totally or partially avoided.
Delays or failures in obtaining materials or labor that have occurred despite being reasonably foreseeable, or that could have been avoided or corrected in advance.
Delays of any subcontractor of the Supplier/Contractor, unless they are, in turn, a consequence of a Force Majeure cause.
The conditions of the premises or location where the work, supply or contracted service was to be carried out, which should be known by the Supplier/Contractor at the time of the technical visit.

Compliance with the obligations affected by Force Majeure will be suspended for the duration of said cause, without compensation consequences for the parties. Contractual obligations not affected by Force Majeure must continue to be fulfilled according to the contractual terms in force before the occurrence of the aforementioned cause.

If the Force Majeure event continues for a period of more than three (3) months, either party may request termination of the Order/Contract.

After the cessation of the Force Majeure cause, the parties will agree either on the extension that must occur in the contractual terms, or on the necessary measures that can be adopted to recover, in whole or in part, the time lost to maintain, if necessary. possible, these deadlines. The parties will take all reasonable measures at their disposal so that the execution of all paralyzed or slowed down contract obligations is resumed under the best conditions and with the least delays, after the cessation of the Force Majeure cause.

In the event that the Supplier/Contractor has invoked a cause of Force Majeure as justification for the abandonment of all or part of its contractual obligations and it finally turns out that the classification of such does not proceed, the Client Company may penalize the Supplier/Contractor with an amount equivalent to 0.5% of the price established in the Contractual Documentation, without prejudice to the compensation that may apply for damages.

26.- INDEPENDENCE AND PARTIAL INTEGRATION

The illegality, invalidity or ineffectiveness of any of the clauses of these GTC or any other clause of the Contractual Documentation will not affect the validity and effectiveness of the rest GTC. These clauses must be replaced or integrated with others that, being in accordance with the law, respond to the economic purpose of the replaced ones.

In particular, the General Conditions of the Contractor will not be applicable, and in no case may they be considered an integral part of these GCC or of the Contractual Documentation in general.

27.- SUBCONTRACTING and ASSIGNMENT

Outsourcing

Unless previously agreed in writing by the Client Company, the Supplier may not subcontract, in whole or in part, the supply or provision of services with third parties.

In the case of subcontracting, total or partial, the Supplier/Contractor will continue to be solely responsible to the Client Company for compliance with the legal or contractual obligations of the subcontractor that are required for the execution of the services under the Order/Contract that correspond to it. . The Supplier/Contractor will present a list of subcontractors indicating in detail the work to be carried out by them within the framework of the Order/Contract.

In the event that the Supplier/Contractor proceeds with subcontracting, it must require the subcontractor to comply with the obligations required of the Supplier/Contractor in these GTC and/or in the rest of the Contractual Documentation. If subcontracting is authorized, the Client Company reserves the right to request the Supplier/Contractor to immediately replace those subcontractors of the Supplier/Contractor that, before or during the progress of the work, it does not deem appropriate to keep in the project. based on a valid reason. In particular, this applies when there are well-founded doubts about the experience or technical training of the subcontractor, or about non-compliance with the applicable legal regulations and especially with his obligations regarding safety or occupational risks. The Supplier/Contractor undertakes to provide another subcontractor without delay. Delays caused by this reason will be borne by the Supplier/Contractor.

The Client Company will not be responsible to any subcontractor or its personnel for any claim arising from the Contractual Documentation. The authorization of subcontracting determines the subcontractor’s waiver of the rights that he has derived from article 1,597 of the Civil Code with respect to the Supplier / Contractor or previous subcontractors.

Assignment

The Supplier/Contractor may not assign, in whole or in part, its contractual position under the Contractual Documentation, or any rights and obligations derived from the same, without the prior written consent of the Client Company. The Client Company may freely assign its contractual position in the Order/Contract under any title to any company in the EDISON NEXT Group without the need for the consent of the Supplier/Contractor.

28.- GENERAL PROVISIONS

Modifications and waivers

No modification of the provisions of the Contractual Documentation will take effect unless it is documented in writing and signed by the parties.

The waiver of any of the rights or actions provided for in the Contractual Documentation or in the law in the event of a breach will only be valid when it is made in writing and signed by the party making the waiver, without in any way and unless expressly stated. says otherwise, it can be understood that such waiver extends to possible future breaches.

Unless otherwise expressly agreed, no modification or waiver of any provision of the Contractual Documentation shall constitute a modification or general waiver of the remaining provisions, nor shall it affect any rights, obligations or liabilities arising from the Contractual Documentation. same as those that were born or have been accrued on the date of the modification or resignation. In any case, the rights and obligations of the parties under the Contractual Documentation will remain in full force, except only to the extent that they are modified, or their exercise is waived or required to be fulfilled in accordance with the foregoing.

The lack of exercise or delay in the exercise, by either party, of any right or action provided for in the Contractual Documentation or by law will not constitute a waiver of such right or action or any others nor will it prevent or limit the subsequent exercise of that or any other right or action. The individual or partial exercise of any right or action provided for in the Contractual Documentation or by law will not prevent or limit the subsequent exercise of that or any other right or action.

Non-exclusivity and independence

The Client Company reserves the right to request from any third party the provision of services, or acquisition of goods or supplies, work similar or identical to those that are the subject of the Order/Contract, so no stipulation thereof may be understood as No exclusivity is granted to the Supplier/Contractor in relation to the Client Company.

The commercial relationship between the parties does not imply the existence of any link of solidarity between the Supplier/Contractor and the Client Company, each of them being responsible for the obligations derived from their respective activities, regardless of their nature, the parties declaring that they do not There is no corporate, labor, tax or Social Security link between them.

Permanence in case of resolution

The provisions of Conditions 13 (Guarantees), 14 (Guarantees), 15 (Liability), 21 (Confidentiality), 22 (Industrial and Intellectual Property Rights), 23 (Protection of Personal Data), 28 (General Provisions) and 29 (Jurisdiction and Applicable Law) will continue in force between the parties, even if the commercial relationship between them has ended or has been resolved.

Notifications

Unless indicated in the contract by the Client Company, communications between the parties will be made in writing, by certified letter with acknowledgment of receipt when this is the form required in the Contractual Documentation and if this is not the case, by any other accepted means of communication. by the parties to the addresses indicated in the Order/Contract or to other addresses communicated in writing between the parties for these purposes.

29.- JURISDICTION AND APPLICABLE LAW

Unless otherwise derived from the Contractual Documentation, all Contractual Documentation is subject to Spanish common law.

The parties agree that any dispute, discrepancy, question or claim in relation to the existence, validity, validity, interpretation, compliance or termination of these GTC and, in general, the Contractual Documentation will be submitted to the Courts and Tribunals of the city of Madrid, the Parties expressly waiving any other jurisdiction that may apply to them.