1. Scope of application

These general terms and conditions of sale shall apply to any contract entered into between CARPINTERIA AMOEDO SL, hereinafter “the Company,” within the scope of its business activities, namely the installation and manufacture of wooden and synthetic decking, furniture, naval outfitting, nautical equipment, and distribution of nautical products (varnishes, boards, adhesives, etc.), carpentry and general woodworking, machinery rental, technical office services, sale of wood and wood products, and any other activity, with the party hereinafter referred to as “the Client,” “the supplier,” “the contractor,” or “the subcontractor.” These terms and conditions may only be modified by written agreement between the parties. Therefore, any clauses or conditions appearing, whether printed or handwritten, in orders, quotes, letters, or other documents issued by the Client shall be invalid in this respect. Modifications to these general terms and conditions of sale by CARPINTERIA AMOEDO SL shall not affect contracts already in force. These general terms and conditions of sale are public and are communicated to clients by mail, email, telephone, fax, or other means. Other means chosen by the selling company will be used, and it will not be necessary to communicate them to customers, suppliers, and subcontractors each time a contract is made; it will suffice to communicate them once since they are the same for all transactions unless otherwise agreed in writing. In any case, and so that the customer cannot claim lack of communication, they are available at the company’s offices located at Polígono Industrial Castiñeiras, 119, nave 38, 36937, Bueu, Pontevedra, at the URL: https://www.nauteka.com/es/ and in the Pontevedra Movable Property Registry in the section “Registry of General Contract Terms” under the name “General Contract Terms CARPINTERIA AMOEDO SL”.

2. Terms of sale/rental or transfer

2.1 Estimate . The CLIENT has the right to receive a written and detailed estimate for the service they are contracting. This estimate will be valid for 3 months from the date of its preparation. The client is responsible for the accuracy of the measurements and data provided to the company for all purposes. The company will not receive any payment for preparing the estimate as long as the service is provided by CARPINTERIA AMOEDO SL. However, if the client, after receiving the estimate, decides to cancel the quoted services, they must pay for the labor hours necessary to prepare the estimate, as well as any other expenses incurred in its preparation. If the CLIENT places the order directly, even without requesting an estimate, it is understood that they accept the requirement for an estimate. Therefore, the Company may carry out the requested work once the CLIENT has given their consent by accepting the estimate via email, telephone, or fax, or has indicated their refusal to receive an estimate when placing the order. 2.2 Time and Place of Delivery . The delivery period will be that expressly agreed upon by the parties. The place of delivery will be where the product is located. The documentation that proves delivery of the goods is the corresponding delivery note, contract, waybill, or any other document issued by the company. The cost of transporting the goods will be borne by the party stipulated in the contract. The delivery period will be extended:

• When the requirements expressed by the client are not met.
• When the customer provides the company with inaccurate data.
• When there are reasons beyond the will and control of the Company that prevent compliance with the delivery date.
• When the CLIENT changes the original order or is late in fulfilling its contractual obligations, especially those relating to the delivery of the documents necessary to carry out the operation or to the agreed payments.

The Client will also have the obligation to allow the provision of services, and in particular the following:

• In case of adverse weather conditions, the client must provide a covered area, either with a tent or similar object, where the contracted services can be carried out.
• Accessibility for the means of transport necessary to deliver the goods, the client being responsible for the damage that any machinery of the company may cause as a result of not having their facilities or land properly enabled for its transit.
• Freedom of movement through the facilities for the company’s workers and subcontractors who are in charge of carrying out the agreed work, to the extent necessary.
• Electricity and water supply.
• Means for loading and unloading merchandise.
• A place to carry out the agreed-upon work.
• Waste containers.
• Licenses
• Health and Safety Plan. Safety Study.

2.3 Price . All prices shall be considered net in the agreed currency, without any deductions of any kind, unless otherwise agreed, and shall be as agreed by the parties. Prices do not include taxes, duties, or other charges, whether general or special, unless otherwise agreed in writing, taking into account the applicable Incoterms and/or the terms of delivery of the goods. 2.4 Payment Terms . Unless otherwise agreed in writing, payment shall be made in cash without any discount, and no deduction, offset, or withholding shall be permitted. If payment dates have been agreed upon, these must be met by the CLIENT even if delivery is delayed due to circumstances beyond the Company’s control. If the Company deems it appropriate, it may request any guarantees it considers necessary to ensure the CLIENT’s proper fulfillment of its contractual obligations, and may suspend deliveries in the meantime. 2.5 Accrual of late payment interest and compensation for collection costs . Effective from the agreed payment date, the CLIENT shall pay late payment interest in accordance with Law 15/2010, which establishes measures to combat late payments in commercial transactions. This interest is fixed at the maximum legal rate permitted upon acceptance of these general terms and conditions. If the CLIENT defaults on a payment or the provision of an agreed guarantee, all outstanding payments at that time, whether due or not, shall be considered immediately payable and due. In addition to the accrual of this interest when the CLIENT defaults, the manufacturer shall have the right to claim from the CLIENT the collection costs referred to in Law 15/2010. 2.6 Acceptance of the service or delivery of goods . SaleThe goods or service delivery receipt for items to be delivered to the CLIENT’s address or another location designated by the CLIENT must be signed by the CLIENT or another authorized person. In the absence of either, the CLIENT, by accepting these conditions, will consider valid the signature of another person present at the CLIENT’s premises who receives the goods and signs the acceptance, provided that person identifies themselves upon delivery with their name and National Identity Document. Within two days, the CLIENT will verify the delivered products and the service provided, checking for quality and quantity. The Company grants the CLIENT a period of seven days from the date the materials or service are made available to report any hidden defects or flaws in the delivered products in a verifiable manner. The Company reserves the right to deliver goods or use products in the provision of services other than those agreed upon, provided they have similar characteristics to those agreed upon and are of equal or superior quality. The Company will have the right to charge the customer a fee for the safekeeping of any material they do not collect, a fee that will be determined based on the location of the material. Rental or transfer of useThe equipment subject to a rental or lease agreement is considered accepted upon signing the agreement and upon delivery. The lessee or lessee will receive the equipment in perfect working order and condition, with instructions for its use and the necessary technical, legal, and safety precautions for its normal use. The lessee or lessee is obligated to return the equipment in the same condition as received, taking into account normal wear and tear. However, damage caused by negligence on the part of the lessee or lessee will not be considered. Since the equipment is handled by the lessee’s or lessee’s personnel, the lessee or lessee is responsible for any damage resulting from improper use, as well as for any damages caused to third parties affected by any incident resulting from the misuse of the equipment or the negligence of its handler. The equipment remains the property of the lessor or assignor and may not be sublet or loaned to third parties without the lessor’s or assignor’s express permission. Furthermore, the lessee’s or assignor’s identifying marks or trademarks may not be replaced or obscured. Failure to comply with this obligation by the lessee or assignee will release the lessor or assignor from all liability in the event of damage. Rental equipment not returned, whether due to theft or any other cause that renders it unusable, will be considered as new equipment and will be invoiced at market price. The lessee or assignee is obligated to file a police report with the relevant information. The lessee or assignee is responsible for both the transport of the equipment and its return at the end of the rental or assignment period, as well as any expenses incurred in unloading, loading, assembly, or disassembly of the equipment. Consequently, transportation is the sole responsibility of the lessee or assignee. The lessee or assignee of any machinery or equipment must maintain liability insurance coverage for the duration of the rental or transfer agreement, and must provide proof of such insurance to the lessor or assignor. The lessee or assignee is responsible for the location and installation of the equipment and equipment, in accordance with applicable legal and administrative regulations. Furthermore, the lessee or assignee must possess the necessary qualifications or training to operate certain machinery and equipment. 2.7 Warranty. The company will respond in accordance with the law in force at any given time. In cases where CARPINTERIA AMOEDO SL is found liable and this liability arises from or is related to products acquired for its business activities, the liability and warranty will be transferred to the supplier. The company’s warranty and liability exclude all defects beyond its control, especially those resulting from normal wear and tear, improper maintenance or handling, or the influence of external factors that may damage the goods, machinery, or services covered by the contract. If the customer alleges that a warranty, according to the technical specifications of the goods, is not met, the warranty will only be valid if the company has the opportunity to verify that the guaranteed parameters are not met. The company’s warranty is subject to the timely fulfillment of the payment terms agreed upon with the customer. CARPINTERIA AMOEDO SL will not be liable for material damage caused during transport if these services are provided by a third party. After the sale, the company is not liable for any defects that were apparent or visible at the time the contract was formalized with the CLIENT, in any of its products. Regarding claims related to the use, sale, or distribution of the products sold or delivered, individually or in combination with other products, or any other complaint related to the contract, the Client’s rights and the Company’s liability will be limited to the replacement of the goods or service provided. The Client will never have the right to return accepted products or products for which the deadline for reporting defects has expired. The Company’s liability will never exceed the value of the affected goods at the time of sale. 2.8 Limitation of Liability . Unless otherwise agreed, the liability of CARPINTERIA AMOEDO SL will never exceed the value of the contracted quote. The Company is released from all liability above this maximum, even if it has been caused by its own negligence or breach of obligations. CARPINTERIA AMOEDO SL will be liable for any damages caused to persons and property during the execution of its work, provided that such damages are attributable to the company, and are subject to its responsibility. 2.9 Insurance . The benefit and risk of the object of the contract will pass to the CLIENT once it has been made available to them at the location agreed upon in the contract. 2.10 Client Breach. In the event of total or partial breach, or failure to perform any of the CLIENT’s obligations on time or adequately, as well as in the event of bankruptcy proceedings, liquidation, or dissolution of the CLIENT, CARPINTERIA AMOEDO SL shall have the right to terminate the contract in whole or in part, or to suspend its performance in whole or in part. This shall be done by notification without the need for further warning of breach or judicial intervention, and without the Company being liable for damages, without prejudice to any other rights the Company may have. As soon as any of the aforementioned circumstances occur, all payment claims, whether due or not, refinancing installments, or any other obligation that the Company has to the CLIENT shall become immediately due and payable. Bills of exchange or, failing that, any other formal payment documents stipulated for the payment of the contractual obligations between the two companies must be sent to the Company at the time of invoice issuance. Delay in delivery shall be considered a breach of contract. The Company may pass on to the Client any additional costs, chargebacks, and penalties imposed as a result of any breach of contract by the Client. 2.11 Retention of Title . The Company shall retain ownership of all materials or products supplied until full receipt of the agreed payments and may withdraw them upon the first breach of contract by the Client, without requiring the Client’s consent. 2.12 Set-Off . The Company has the right to set off any sum owed to it by the Client (understood to mean all companies belonging to the same group as the Buyer) against any sum payable to the Client.

3. Purchase conditions

3.1 . The Supplier undertakes to deliver the goods purchased in accordance with the terms of the Purchase Order and applicable laws and regulations. 3.2 . The Supplier shall deliver all documentation requested by the customer in the Purchase Order, in the required timeframe, format, and quantity, as well as any other information or documents of any kind that may be necessary in accordance with current regulations applicable to the purchase. 3.3 . The Supplier shall comply with all applicable regulations in force at any given time, especially those related to Labor, Social Security, and Tax matters, as well as those relating to the Environment, Health and Safety, and Occupational Risk Prevention, and shall be obliged to demonstrate compliance in the manner and within the timeframes established by the company. The Supplier shall also comply with the company’s internal regulations and practices applicable to the Purchase Order. 3.4 . The Supplier warrants: That all goods or products purchased are its full property, new, manufactured with materials or products of the required quality, and that they comply with safety and environmental requirements, meet the specified quality standards, and, where applicable, are suitable for their intended use. That the goods or products purchased are free of any liens, encumbrances, or other real rights, attachments, or restrictions on their free transfer, and that no restrictions apply to the Supplier or the goods or products. That the goods or products meet the specifications agreed upon by the parties, as well as all the conditions established in the Purchase Order, and that they are free from any defects, whether visible or hidden, due to materials, workmanship, design, or manufacturing. The Supplier holds the intellectual or industrial property rights related to the goods or products being purchased or procured, or, where applicable, the necessary licenses for their manufacture or sale, and is responsible for all expenses and costs arising therefrom. During the warranty period, the Supplier is responsible for all repairs, amendments, reconstructions, replacements, rectifications, and corrections of defects in the purchased goods or products. The Company may pass on to the Supplier any additional costs, chargebacks, and penalties imposed as a result of any breach of contract. The Supplier must comply with specific environmental measures and guarantee the quality of the materials used.

4. Obligations of contractors/subcontractors.

They must apply the principles of preventive action set forth in Law 31/1995, on Occupational Risk Prevention. They must inform their own staff of the measures to be adopted regarding their safety and health, in accordance with the provisions of Royal Decree 1215/1997. They must notify the prevention service of the hiring of workers who are especially sensitive to certain risks and minors. They must have the necessary training for the handling of specific machinery and/or materials. They must have their own civil liability insurance, and must provide the company with proof that the coverage includes the period of service provision. They must adhere to the deadlines to which they have committed to providing the service, being directly responsible for any delays, thereby exonerating the company from any liability in this regard. If, during the monitoring carried out by the company, a breach of the contractor’s or subcontractor’s obligations or agreed-upon quality levels is observed, the contractor or subcontractor will be obligated to take the necessary corrective measures. Failure to do so may result in the termination of the order or contract by the company and/or the contracting of services by third parties, who will be responsible for paying the contractor or subcontractor. The company may pass on to the contractor or subcontractor any additional costs, chargebacks, and penalties imposed as a result of any breach on their part. The contractor or subcontractor must comply with specific environmental measures and guarantee the quality of the materials they use.

5. Force majeure.

“Force Majeure” means, for the purposes of this Agreement, any contingency, circumstance, or cause beyond the control of the party invoking it, including, but not limited to, the following circumstances: imposition of or submission to any law, regulation, decree, order, or request of any authority (national, state, regional, provincial, or municipal), confiscation, riot, war, civil unrest, fire, flood, earthquake, storm, explosion, strike, closure, shutdown of machinery or factory, or inability to obtain raw materials, equipment, fuel oil, or transportation. If, due to Force Majeure, either Party is unable to perform any obligation under this Agreement other than the payment of the price, that Party shall be released from such performance, provided that it notifies the other Party, indicating the commencement and nature of the Force Majeure event. The Party invoking Force Majeure shall send immediate notification upon the cessation of the event giving rise to it. The Company shall not be liable to the CLIENT for any loss or damage arising from the breach or non-performance of its obligations due to Force Majeure. This clause applies to the Company and its plant, and to the CLIENT and its plant. Notwithstanding the foregoing, if the CLIENT is affected by Force Majeure, the CLIENT shall not be relieved of any obligation to accept and pay for shipments made prior to the Company’s receipt of written notification from the CLIENT of the Force Majeure event; nor may the CLIENT invoke Force Majeure to delay payment of amounts due. In the event of Force Majeure, the Company shall have the right to allocate, in a manner it deems reasonable, the available quantities of products among its CLIENTS and to meet its own requirements.

6. Notifications.

All notifications, modifications, and communications from the Company to the CLIENT will be considered effective for all purposes when made by mail to the address indicated by the CLIENT, email, SMS, MMS, fax, WhatsApp, telephone call to the address or number indicated by the CLIENT, or, failing that, to the number belonging to the CLIENT or their authorized representatives. For these purposes, the CLIENT declares that all data provided by them is true and correct and undertakes to notify the Company of any changes relating to their address, billing information, and any other information necessary for the management and maintenance of the contractual relationship between the Company and the CLIENT.

7. Separability.

These conditions shall be considered independent and, if any of them, in whole or in part, is rendered ineffective by the parties by express written agreement or is invalid for any reason, the remainder shall remain valid with full force and effect.

8. Applicable law.

These General Terms and Conditions shall be governed by and construed in accordance with Spanish law in all matters not expressly provided for herein. Furthermore, with regard to the law applicable to transactions carried out by CARPINTERIA AMOEDO SL, the parties, by accepting these General Terms and Conditions, expressly agree to submit to the jurisdiction of the Spanish legal system.

9. Jurisdiction. Special arbitration clause.

The parties agree to resolve amicably any disagreement that may arise during the performance of this contract. Should an amicable solution not be possible, and litigation become necessary, the parties, expressly waiving any other jurisdiction, agree to submit all disputes, conflicts, and disagreements arising from this contract, whether in its performance, interpretation, or execution, to the Tribunal of the Association for Commercial Arbitration “TAM” in Pontevedra, in accordance with its Rules. The parties hereby entrust the administration of the arbitration and the appointment of the arbitrator or arbitral tribunal to the Association, and they hereby agree to abide by the arbitral decision. Regarding the applicable law, the parties expressly submit to Spanish law through these general terms and conditions of contract.