General Terms & Conditions of Purchase

Managing Composites S.L. – General Terms & Conditions of Purchase (GPC)

1. Definitions and Interpretation
1.1 Without prejudice to any specific definition contained in other sections of these GPC, the capitalized terms used herein shall, unless stated explicitly otherwise, have the following meanings:

Affiliates: means, with respect to the Buyer or the Supplier, any other Person which Controls, is Controlled by or is under Control of the same entity Controlling, whether directly or indirectly, that Person.

Background IP
BFP: Buyer‑Furnished Property.
Buyer: Managing Composites, S.L.

Confidential Information: means any information disclosed by the Buyer to the Supplier (and/or to or by their respective Affiliates), or accessed by the Supplier on the Buyer’s systems, whether directly or indirectly, including but not limited to technical, financial, or business information, customer data, providers data, specifications, designs, prototypes, software code, source code, trade secrets, personnel data, know-how and any other information marked or described as confidential or which should reasonably be understood to be confidential given the nature of the information and the context of disclosure. Confidential Information also includes the existence and content of the Contract.
Contract: the PO together with these GPC, specifications, drawings, statements of work (SOW), schedules, quality requirements, and any documents expressly referenced in the PO.
Control: shall be construed in accordance with article 42 of the Spanish Code of Commerce (“Código de Comercio”).
Delivery Location: Buyer’s designated facility identified in the PO.
ECR/ECO: Engineering Change Request (ECR) for proposals and Engineering Change Order (ECO) for authorized and cross-functional implementation.
FAI: means First Article Inspection, as generally used on measuring the first produced unit against drawings, including dimensions, materials, and features.
Force Majeure Event: means any event or circumstance that is beyond the reasonable control of the Party, without such Party’s fault or negligence, and which by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable and prevents total or partial performance of PO by any Party. Such events shall include, without limitation to, acts of God, government restrictions imposed to the relevant Party, massive floods, fire, earthquakes, explosion, epidemic, pandemic (such as COVID-19), war, invasion, terrorist acts, riots provided that Force Majeure Event does not include any such Force Majeure Event that is due to a Party’s willful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event.
IPR: patents rights, utility models, designs rights, copyrights, mask works, database rights, know‑how, trade secrets, trademarks, domain names and all similar rights.
GPC: these General Terms & Conditions of Purchase
Master: the machined block, model or master pattern used to manufacture Tooling (e.g., moulds).
NDA: means Non-Disclosure Agreement that might be signed between the Parties.
Notices: Notices: all notices, requests, demands and other communications required or permitted under the Contract.
Party: means, individually, Buyer or the Supplier.
PPAP: means Production Part Approval Process, as a broader and systematic approval process generally used in automotive to prove process capability.
Patterns (fabric patronage): the ply shapes and nesting/ply‑books used to cut and assemble composite parts.
Person: means any individual, company, corporation, partnership, association, trust, investment fund, joint venture or any other entity or organization, including a governmental or political subdivision or an agency or instrumentality thereof.
PO: purchase order issued by the Buyer to the Supplier.
Supplier: any supplier of goods, tooling/moulds, and/or services.
Supplies: all procurement of goods, tooling/moulds, and/or services as a result of a PO issued by the Buyer.
Tooling: All tooling, moulds, jigs, fixtures, gauges, models, Masters, and other items. For the avoidance of doubt, “Tooling” also includes associated digital assets and manufacturing data: 3D CAD models and neutral formats (including STEP/STP) for patterns, masters and moulds; 2D CAD exchange files (including DXF/DFX); and the fabric patronage/pattern files (nesting/ply‑books) for Buyer’s parts.
1.2 In these GPC:
a) any word followed by a translation into Spanish language shall be specifically construed according to the Spanish meaning of such term;
b) unless the context otherwise requires, the singular shall include the plural and vice versa, and one gender shall include any gender;
c) any statutory provision or statute includes all modifications thereto and all re-enactments (with or without modification) hereto and all subordinate legislation made thereunder, in each case for the time being in force, except where the context requires otherwise;
d) unless the context otherwise requires, a document is a reference to that document as amended, restated, varied, novated, supplemented or replaced in accordance with its terms from time to time (other than in breach of the provisions of these GPC);
e) headings are inserted for reference purposes only and shall be ignored when interpreting these GPC;
f) “including” or “includes” or any similar expression shall be deemed to mean “including/includes without limitation”.

2. Purpose & Precedence
2.1 These GPC govern the Supplies made by any Supplier to the Buyer regarding the purchase of goods and the procurement of works and/or services. These GPC apply to all current and future purchases served by the Supplier to the Buyer or its Affiliates (in this case, only in case the Affiliates refused the application of their own purchase general terms and conditions).
2.2 These GPC supersede and replace any previous version of these GPC, any prior agreement in force between the Parties (unless expressly agreed to apply), as well as any general conditions of the Supplier, regardless of the date of their drafting or adoption.
2.3 These GPC are incorporated by reference into each PO issued by Buyer and shall be applicable with respect to all those terms not expressly regulated in the PO. These GPC shall be sent by the Buyer together with the PO. Any exception to the application of any of the conditions of these GPC will only apply to the specific PO in which it is agreed, and will not extend to other orders or contracts entered into with the Supplier.
2.4 Precedence (highest to lowest): In case of inconsistencies between these GPC and the specific conditions stated in the PO, the order of precedence or priority will be as follow:
(i) the PO (including special conditions stated in the PO);
(ii) a signed framework agreement (if any);
(iii) SOW/specifications/drawings;
(iv) these GPC; and
(v) Supplier’s accepted quotation only to the extent expressly referenced in the PO and not conflicting with the foregoing.

3. Formation of Contract
3.1 Buyer’s PO is an offer subject solely to these GPC and any other specific terms and conditions expressly included in the PO by the Buyer. Any modifications or amendments to these GPC require prior, express and written acceptance from the Buyer.
3.2 The Contract is formed upon the earliest of: (a) Supplier’s written acceptance of the PO or these GPC; (b) shipment of the goods, tools or molds and/or performance of the services requested; or (c) any other Supplier’s conduct recognizing the existence of the Contract. The acceptance of the PO, in any of the forms previously described, will imply full acceptance of these GCP and waiver of the Supplier to the appliance of its relevant general terms and conditions for the sale of goods, tools/molds and/or for the performance of services, as applicable.

4. Prices, Taxes & Invoices
4.1 Prices established in the PO are firm and inclusive of at least (but not limited to): packaging, documentation, royalties, customs, duties, insurance, transport to the Delivery Location, baseline quality assurance activities, and any surcharges.
4.2 The Supplier is responsible for all taxes or contributions required for the Supplier in performing the provision of goods/tools and/or of services. Therefore, all prices exclude VAT/IGIC, which shall be shown separately in the relevant invoice and paid by the Buyer provided the invoice meets requirements for reclaim (if applicable).
4.3 No price increase, surcharge, or formula adjustment applies without a prior PO amendment signed by Buyer. Market or cost increases do not justify unilateral price changes. For the avoidance of doubt, without fulfilling this requirement, the Buyer will not be responsible for any additional increases to the agreed conditions.
4.4 The Supplier shall submit to the Buyer the relevant invoice upon delivery of the Supplies, and in any case within the following fifteen (15) natural days. In case the Supplies may foresee several phases, the Supplier shall submit the relevant invoice after performance of each phase. Invoices must include accurate reference to the PO number, part numbers, quantities, unit prices, hours worked (if billed hourly) and any required certificates. Incorrect or incomplete invoices submitted by the Supplier (or its Affiliates) may be returned by the Buyer (or its Affiliates). In the event the Buyer disputes any portion of an invoice, it shall notify the Supplier in writing within seven (7) days of receiving the invoice, and the Parties will seek to resolve the discrepancy promptly. The undisputed portion of any invoice shall still be paid within the ordinary term.
4.5 Extraordinary quality controls. Any ad-hoc or extraordinary controls requested by Buyer beyond the baseline (e.g., additional PPAP levels, special tests, third‑party inspections) must be quoted separately and approved in writing before the shipment of goods/tools and/or performance of the services requested in the PO.
4.6 Quotation breakdown. Any quotation shall be broken down, at a minimum, into the following subjects: Master, Mould, Jigs/Fistures, Part price, Part finish, Quality assurance (baseline and any extras itemised) and Transport (where applicable). The Supplier shall not be entitled to any benefits or reimbursements except as explicitly provided in the PO. Ordinary expenses incurred by the Supplier are deemed included in the agreed price. Any extraordinary expenses, if applicable, must be pre-approved in writing by the Buyer and will be reimbursed against receipts.

5. Payment; Set‑off; No Assignment of Receivables
5.1 Unless otherwise agreed by the Parties in the PO, payment shall be made by bank transfer to the account of the Supplier provided in the relevant invoice by the Supplier.
5.2 Payment term is net 60 natural days from the later of (i) delivery at the Delivery Location and (ii) receipt of a compliant invoice. Any longer term is invalid unless mandated by law; nothing herein permits payment periods exceeding 60 days. In the event the Supplier is required to provide documentation on testing, quality control or other documentation, such delivery shall be one of the requirements for the complete delivery of the Supplies to be considered delivered or completed, as the case may be. In the event of defects in the provision of the Supplies, the payment term shall commence after the defects have been fully remedied by the Supplier (or its Affiliates).
5.3 In the event the Buyer is required to withhold any tax or charge under applicable law, it may withhold and deduct such tax or charge from the price before making the relevant payment to the Supplier.
5.4 Buyer may set-off or withhold any amounts due from Supplier (or its Affiliates) against any sums owed to Supplier, including contingent or disputed sums.
5.5 Supplier may not assign or factor receivables without Buyer’s prior written consent; any unauthorized assignment is void against Buyer.
5.6 Payment does not constitute acceptance of the Supplies nor a waiver of rights. Therefore, payments made by the Buyer before acceptance has been completed shall be considered conditional upon acceptance and as partial payment of the price.

6. Delivery, Title & Risk; Incoterms; Packaging
6.1 Deliver: Supplies will be delivered on the date (“Delivery Date”), at the rates, and to the Delivery Location specified in the PO. Delivery may be made directly to a Buyer customer if so is specified in the PO. The Buyer may reject or alter the Delivery Date, rates, and/or Delivery Location by providing the Supplier reasonable advance written Notice.
6.2 Delivery term: any quoted shipping terms related to the delivery of Supplies must comply, as specified in the PO, under Incoterms® 2020. Default: If the specific terms of a PO do not define any delivery conditions, it will be understood to be DDP or DAP to the Delivery Location. The Parties may expressly agree other terms (e.g., FCA/EXW) in the PO.
6.3 Time is of the essence. Deliveries shall meet the quantities, dates, and schedules established in the PO. Compliance with the Delivery Date is a fundamental contractual obligation, and therefore failure to meet the Delivery Date specified in the PO will constitute a material breach of the PO. Partial deliveries will be considered as late deliveries and will only be deemed complete when all Supplies have been delivered.
6.4 Title and risk. The Supplier warrants that it holds sufficient title to the Supplies it sells to the Buyer. Without prejudice to the Buyer’s right of refusal, risk and property title pass in accordance with the Incoterm stated in the PO. Any Supplier retention‑of‑title or lien is excluded. Risk and property title will be conditional upon the Buyer’s full acceptance of the Supplies, following quality verification. The Supplier acknowledges and accepts that the Buyer may sell the Supplies to its customers and guarantees that the Buyer will have sufficient title to sell those Supplies.
6.5 Supplier shall professionally package, preserve, and label the Supplies so that they arrive at the Delivery Location undamaged and in good conditions. Damage due to inadequate packaging is at Supplier’s risk.
6.6 Early deliveries and over‑shipments may be rejected or stored at Supplier’s cost and risk.
6.7 If Supplier is late or anticipates delay, it shall immediately notify Buyer, propose recovery actions, and, if requested, ship by expedited means at Supplier’s cost. However, if the Supplier fails to deliver the Supplies in accordance with the PO or fails to notify the Buyer that it anticipates not meeting the Delivery Date, the Buyer shall be entitled to cancel the PO in whole or in part, without any cost or liability, and may claim from the Supplier any damages suffered, including, where applicable, the cost of purchasing substitute Supplies from another supplier.

7. Inspection, Acceptance, Part Maturation & Non‑Conformities
7.1 Acceptance criteria & evidence. Supplier warrants that it has sufficiently inspected the Supplies supplied to ensure that they conform to the PO before delivery and shall demonstrate conformity of each delivery to the Contract using the appropriate level of documentation, including as applicable: control plans, dimensional reports, check‑sheets, capability studies, special process certificates, material certificates, and Certificates of Conformity. Supplier shall maintain full traceability of materials, tests, revisions, serials, and batch records for at least 10 years (or longer if the PO specifies so).
For the avoidance of doubt, silence or failure by Buyer to respond any request or proposal delivered by the Supplier in relation to the relevant PO shall never constitute the Buyer’s acceptance or approval of designs, samples, drawings, or deviations proposed by the Supplier.
7.2The baseline quality evidence is included in the price (see 4.1); any extraordinary or ad‑hoc controls must be quoted as per 4.5.
7.3 Part maturation levels. Unless otherwise specified in the PO, the following maturity levels apply:
• M1 – First‑off parts: first physical samples for Buyer review; full dimensional report required.
• M2 – Parts in specification: parts meet specification and drawing; repeatability proven per control plan.
• M3 – Parts off process: stable, capable process established; PPAP/FAI (or equivalent) completed and signed off by Buyer.
• M4 – Parts at rate: demonstrated ability to meet the agreed production rate with quality and logistics performance.
7.4 Sampling after maturity. After M3 sign‑off, inspection frequency shall follow the approved control plan; 100% measurement is not required unless specified or triggered by quality events.
7.5 Concessions/NCD. No non‑conforming part may leave Supplier’s premises or be in anyway used without Buyer’s prior written concession (NCD/Deviation/Use‑as‑is). Supplier shall be liable of the consequences of any unauthorized use of NCD Supplies.
7.6 Inspection windows. Buyer may inspect at Supplier’s site and/or upon delivery. Buyer has 60 days after delivery to notify apparent defects; latent defects may be notified within 36 months after delivery or the warranty period in Clause 11, whichever is longer.
The performance of tests or inspections by the Buyer does not imply acceptance of the Supplies; nor will it be considered as a waiver of the right to demand compliance with the legal or contractual obligations of the Supplier.
7.7 Remedies. Upon any non‑conformity, Buyer may, at its option and without prejudice to any other rights: (a) reject and return at Supplier’s risk/cost; (b) require repair or replacement within the time specified by Buyer; (c) obtain Supplies from a third party at Supplier’s risk/cost; (d) rework and charge Supplier; (e) withhold payment for affected and related Supplies; and/or (f) terminate for cause. Repaired/replaced Supplies are subject to new inspection and acceptance.

8. Changes & ECO/ECR Control
8.1 Buyer may at any time request engineering changes (ECR/ECO) related to the Supplies regarding any PO. Supplier shall implement changes upon a mutually agreed change order covering effects on price, schedule, and technical matters. The Supplier will not make any changes unless expressly instructed to do so by the Buyer in writing. Acceptance of delivery of the Supplies or any payments made will not constitute approval or tacit acceptance of such changes by the Buyer.
8.2 IProcess changes & maturity. Process changes & maturity. During part maturation (M1–M3), process improvements may be proposed and implemented only with Buyer’s prior written approval and documented updates to the control plan. After M3 sign-off, Supplier shall not change design, materials, components, manufacturing process, manufacturing site, Tooling, or critical sub‑suppliers without Buyer’s prior written approval. Changes to Buyer’s design or materials are never permitted without a formal ECR/ECO approved by Buyer.

8.3 In the event that an ECR/ECO directly affects the prices or delivery schedules of the Supplies, the parties will agree on the corresponding adjustment. If, after a reasonable period of good-faith negotiation, the parties fail to reach an agreement regarding the amount of the adjustment, Buyer will be entitled to terminate the PO at any time without charge or liability with respect to the affected Supplies.

9. Tooling, Moulds & Buyer‑Furnished Property (BFP)
9.1 Ownership. All tooling, moulds, jigs, fixtures, gauges, models, Masters, and other items (“Tooling”) that are (i) paid for by Buyer (in whole or in part), (ii) supplied by Buyer, or (iii) necessary to manufacture the Supplies for Buyer, are and remain Buyer’s exclusive property, regardless of where located. Title transfers to Buyer upon payment (even partial) or upon creation if paid through piece‑price amortization. For the avoidance of doubt, “Tooling” also includes associated digital assets and manufacturing data: 3D CAD models and neutral formats (including STEP/STP) for Masters and moulds; 2D CAD exchange files (including DXF/DFX); and the Patterns (fabric patronage) and nesting/ply‑books used to manufacture Buyer’s parts.Title transfers to Buyer upon payment (even partial) or upon creation if paid through piece‑price amortization.
9.2 Noe lien / retention. Supplier waives any lien, retention, or similar right over Tooling or BFP.
9.3 Care & marking. Supplier shall safeguard Tooling/BFP, identify them as Buyer’s property, segregate them from third‑party property, keep accurate inventories, and use them solely for Buyer’s orders.
9.4 Maintenance & replacement. Supplier shall perform ordinary and extraordinary maintenance at its own cost; worn, lost, or damaged Tooling shall be promptly repaired or replaced by Supplier.
9.5 Insurance. Supplier shall maintain an Iall-risks blanket policy with a general sum insured sufficient to cover the aggregate replacement value of all Tooling/BFP and Buyer‑owned parts in Supplier’s custody (including fire, flood, theft). Buyer shall be named as loss payee and, where permitted, as additional insured. Evidence of coverage shall be provided upon request.
9.6 Return & no scrap. Upon Buyer’s request or termination/completion, Supplier shall immediately return Tooling/BFP in good condition, suitably packaged, at Supplier’s cost. Tooling/BFP may not be moved, encumbered, or scrapped without Buyer’s prior written authorization.
9.7 Data & backups. Supplier shall keep secure, current backups of all CAD/CAM, NC, and process data for Tooling, including the fabric patronage/pattern files used to manufacture Buyer’s parts, and shall deliver such data to Buyer on request.

10. Intellectual Property
10.1 Non‑infringement. Supplier represents and warrants that the Supplies and their use do not infringe any third‑party IPR. In the event the Supplier uses any third-party materials for the performing of the goods/tools and or performance of the services requested, the Supplier must ensure it has the right to use and integrate them for the Buyer’s benefit and in compliance with this Section 10. If the Buyer’s use of the Supplies delivered is alleged to infringe third-party IPR, the Supplier agrees to cooperate with the Buyer to resolve the issue, which may include assisting in procuring rights or modifying the Supplies to avoid infringement.
10.2 Supplier shall defend, indemnify and hold Buyer harmless for any damages or prejudices suffered by the Buyer or its customers in relation with any claim alleging infringement, derived from the use by the Supplier of third-party materials, except to the extent strictly and solely caused by Buyer’s unmodified written specifications.
10.3 Project IP. All designs, CAD and technical documentation for Tooling, Masters and moulds created specifically for the Buyer under the Contract shall vest in Buyer (or be assigned to Buyer) to the extent necessary for the Buyer to manufacture, procure, use, maintain and repair the Supplies. To the maximum extent permitted by law, any copyrightable works produced under the Contract shall be considered “works made for hire” for the Buyer. In cases where by operation of law the Buyer would not automatically own the IPR related to the Supplies, the Supplier hereby irrevocably assigns and agrees to assign to the Buyer all right, title, and interest in and to such delivered Supplies, including all related patent rights, copyrights, design rights, trade secrets, and other intellectual and industrial property rights, this assignment being effective automatically upon creation, perpetual (or to the maximum extent permitted by law), irrevocable, royalty-free and worldwide, and including any and all exploitation rights over the Supplies (including, without limitation, commercial and industrial exploitation, distribution, transfer, license, transformation, modification, and public distribution).
10.4 Supplier’s Background IP and manufacturing know‑how (including PFMEA, lamination manuals, shop‑floor procedures) will remain Supplier’s property; If any Background IP of the Supplier is incorporated into the Supplies requested, the Supplier hereby grants the Buyer a perpetual (or to the maximum extent permitted by law), irrevocable, worldwide, royalty‑free license to the extent strictly necessary to use, maintain and repair the Supplies and Tooling delivered under the Contract. The intention is to ensure the Buyer has full freedom to use the Supplies without further payment or restriction. The Supplier will not incorporate any third-party intellectual or industrial property into the Supplies without prior express written permission from the Buyer (such permission shall not be understood as a waiver for the Supplier to comply with its obligations under Clause 10.2).
10.5 Publicity and reference use require Buyer’s prior written consent.
11. Warranties; Corrective Actions; Recalls
11.1 Supplier warrants for 36 months after the later of (i) delivery or (ii) Buyer’s acceptance/use in serial production that the Supplies: (a) conform to the Contract; (b) are new, free from defects in design, materials and workmanship; (c) comply with all applicable laws and standards; and (d) are fit for Buyer’s intended purpose made known to Supplier.
11.2 For latent defects discovered after the warranty period, statutory rights remain unaffected.
11.3 Remedies are cumulative and include repair, replace, or refund (including transport, customs, line‑stop/containment, sorting, removal/installation, testing, requalification, and rework costs). The Supplier’s warranty obligations will not be affected except in cases where the defects are attributable to measures taken by the Buyer or a third party.
11.4 Any repaired or replaced Supplies carry a new 36‑month warranty from re‑delivery.
11.5 Supplier shall promptly perform failure analysis (8D/5‑Why), implement corrective actions, and provide evidences acceptable to Buyer.
11.6 If a safety or regulatory issue requires a recall, retrofit, or field action, Supplier shall support and bear all reasonable costs proportionate to its responsibility.

12. Quality, Compliance & Audit
12.1 Supplier shall maintain a certified quality management system suitable for the Supplies (e.g., ISO 9001/EN 9100/IATF 16949 as applicable) and comply with Buyer’s quality requirements.
12.2 Certificates of conformity, material certificates, test reports, and special process approvals shall accompany each delivery as specified in the PO.
12.3 Buyer may audit Supplier and critical sub‑suppliers (with reasonable notice) regarding quality, capacity, compliance, Environmental, Health, and Safety (EHS) and Corporate Social Responsibility (CSR) obligations. Supplier shall promptly address any findings.
12.4 Supplier represents and warrants compliance with Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), Restriction of Hazardous Substances (RoHS), conflict‑minerals, export controls/sanctions, and all applicable EHS and labour laws; substances of concern shall be disclosed per applicable regulations.
12.5 Templates and labelling. Supplier shall use Buyer‑approved templates and formats for all part labels, tooling labels, inspection sheets/reports, box/pallet labels, certificates and other quality documentation as provided by Buyer.
12.6 Timing of documentation. Supplier shall send all required quality documentation and inspection reports prior to or together with each shipment, in the electronic formats specified by Buyer. Shipments lacking complete documentation may be treated as undelivered for acceptance and payment purposes and may be rejected.
12.7 Electronic formats. Documentation shall be submitted in the formats specified by Buyer (e.g., PDF/XLSX/CSV and, where applicable, AS9102). Upon request, Supplier shall provide native metrology data files and any supporting evidence.

13. Delay, Liquidated Damages & Cover
13.1 If Supplier fails to deliver on time against the agreed baseline schedule in the PO (as amended in writing), Buyer may charge liquidated damages (LDs) of 0.5% of the price of the delayed line item(s) per calendar week (or part) of delay, capped at 10% of the delayed line item(s) value. LDs do not apply to values unrelated to the delayed items (e.g., moulds if only parts are delayed). LDs are without prejudice to additional proven damages in case of gross negligence or wilful misconduct.
13.2 Urgent requests outside schedule. Urgent requests outside schedule. Where Buyer requests an expedited or off‑schedule delivery and Supplier agrees in writing to a revised date, the LDs shall be measured against the revised date and shall not apply for the period attributable solely to the expedited/off‑schedule request.
13.3 Buyer may source substitute goods/services (“cover”); Supplier shall reimburse the reasonable difference and all additional logistics/handling costs.
13.4 Repeated delays or failure to meet recovery plans constitute material breach.5% of the affected PO value per calendar week (or part) of delay, capped at 10%, without prejudice to additional proven damages beyond the cap in case of gross negligence or wilful misconduct.

14. Force Majeure
14.1 A party is excused from performing its obligations and shall not be held liable for any delay or failure in performing its obligations under the PO when prevented by Force Majeure Event,
provided that the Party claiming a Force Majeure Event has served notice thereof on the other Party as soon as possible after the occurrence of such Force Majeure Event, its effects, and has taken all reasonable measures to overcome such Force Majeure Event and minimize its impact in the execution of the relevant PO.
14.2 The affected party shall maintain reasonable business continuity/contingency plans commensurate with its industry.
14.3 If the event persists for thirty (30) days, Buyer may terminate all or part of the Contract without liability.
14.4 Nothing in this Clause 14 shall relieve a Party of its obligation to make payments when due hereunder.

15. Indemnities & Liability
15.1Supplier shall defend, indemnify and hold Buyer and its Affiliates, officers and employees harmless against all claims, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with (i) any breach by the Supplier of its obligations under the Contract, (ii) any claim that the Supplies infringe a patent, copyright, trade secret, or other intellectual property right of a third party (except to the extent such claim is due to Buyer’s misuse or modifications not authorized by the Supplier); (iii) any negligent or willfully wrongful act or omission by the Supplier in the performance of the Services which may imply: (a) personal injury, property damage, or economic loss caused by the Supplies; (b) breach of warranty or contract; (c) product liability and recall; and (d) IPR infringement (per Clause 10).
15.2 The Buyer will promptly notify the Supplier of any claim for which indemnification is sought and will reasonably cooperate (at Supplier’s expense) in the defense. The Supplier may control the defense and settlement of any such claim, provided that any settlement that imposes non-monetary obligations on the Buyer or admits liability on the Buyer’s part shall require the Buyer’s prior written consent.
15.3 The Buyer shall indemnify and hold the Supplier harmless from (i) any breach by the Buyer of its obligations under the Contract and (ii) third-party claims arising from the Supplier’s use of materials or information strictly provided by the Buyer that infringe third-party rights.
15.4 No exclusion/cap applies to liability for death, personal injury, fraud, gross negligence, or wilful misconduct. Any agreed cap does not apply to indemnity obligations in Clause 10 and Clause 15.1.
15.5 Consequential losses are recoverable to the extent reasonably foreseeable at the time of contracting, including line stoppage and customer penalties directly attributable to Supplier’s breach.

16. Termination and Effects of Termination
16.1 For convenience. Buyer may terminate all or part of the Contract for convenience by providing a thirty (30) natural days prior written Notice to the Supplier. In such event, the Supplier will immediately cease work, protect the Supplies and Tooling, and deliver finished goods and work‑in‑progress that is specific to Buyer and cannot reasonably be repurposed. Buyer shall pay (i) the PO price for conforming finished goods delivered; and (ii) Supplier’s documented, reasonable, and mitigated direct costs for unique work in progress (WIP) and raw materials committed within lead-time and unable to be cancelled or returned, expressly excluding lost profits, overhead absorption, and general administrative costs.
16.2 For Breach. Buyer may terminate immediately the Contract by written Notice if the Supplier commits a material breach (including failure to deliver the goods, tooling/moulds, and/or services requested within the agreed schedule or not meeting the specifications and requirements set by the Buyer in the PO), repeated poor performance, or ethical/compliance violations and (if curable) fails to cure that breach within 15 days after receiving written Notice describing the breach.
16.3 For change of Control or Insolvency: Buyer may terminate the Contract immediately if the Supplier (i) becomes insolvent, files for bankruptcy, or has an involuntary bankruptcy petition filed against it (not dismissed within 60 days), or ceases business operations; or (ii) is part of a change of control scenario, by virtue of which the Supplier is Controlled by any competitor of the Buyer (this is, any Person (including its Affiliates) which main business scope is substantially similar in whole or in part to the business of the Buyer).
16.4 Upon termination or expiration of the Contract for any reason:
• The Supplier shall transfer any IPR related with the Pos issued, deliver Tooling/BFP, and provide all documentation necessary to transition the Supplies.
• Sections of the Contract that by their nature should survive (such as, without limitation sections 7, 9–11, 13–15, 17, 19, 21, and 22) shall survive termination or expiry.
• The Supplier shall sign and deliver to the Buyer, if requested, a certificate confirming that all Buyer’s Confidential Information has been returned or destroyed, and that no copies have been retained

17. Insurance
17.1 Supplier shall maintain at its expense, with reputable insurers: (i) product and public liability (min. EUR 5,000,000 per occurrence/aggregate); (ii) employer’s liability/statutory; (iii) professional/ESD liability if design is provided; (iv) transport/cargo; and (v) property all‑risks for Tooling/BFP per Clause 9. Certificates shall be furnished on request, naming Buyer as additional insured where permissible.

18. Compliance, Ethics & Sustainability
18.1 Supplier shall uphold high standards of integrity, anti‑bribery/anti‑corruption, fair competition, data protection, human rights (including prohibition of forced/child labour), and environmental stewardship. Supplier shall implement a code of conduct, training, grievance mechanisms, and provide upon request conflict‑mineral and ESG disclosures.

19. Confidentiality & Data Protection
19.1 All non‑public information is deemed Confidential Information. Non-Disclosure and Use Restriction: The Contractor shall use Confidential Information only for the purpose of performing the Services under this Agreement and for no other purpose. The Contractor shall not disclose any Confidential Information to any third party without the prior written consent of the Company. Disclosure to the Contractor’s own staff or assistants is only permitted on a strict “need-to-know” basis and provided such individuals are bound in writing by confidentiality obligations at least as restrictive as those in this Agreement. The Contractor shall be liable against the Company for any breach of its own staff or assistants of the confidentiality obligations over the Confidential Information. The Contractor agrees to handle all Confidential

Information with the same degree of care as it uses to protect its own confidential information of similar importance, and at least a reasonable standard of care.
19.2 Exclusions: Information shall not be deemed Confidential Information if the Supplier can prove that such information: (a) is or becomes publicly available through no breach of these GPC by the Supplier; (b) was rightfully known to the Supplier on a non-confidential basis prior to disclosure by the Buyer; (c) is independently developed by the Supplier without use of or reference to the Buyer’s Confidential Information; or (d) is required to be disclosed by law or court order, provided that the Supplier gives prompt written notice to the Buyer (if legally permitted) and cooperates with any efforts to limit or protect the disclosure.
19.3 Confidentiality of Client Data: The Supplier acknowledges that the Buyer clients’ data and projects are highly confidential. Any client-specific information (including client name, designs, requirements, or other data) that the Supplier becomes aware of during this subcontract must be treated as Confidential Information belonging to the Buyer or its client. The Supplier shall not reference or use any client’s name or project details in any external communication or for personal benefit.
19.4 Where a separate NDA is signed between the parties, its terms apply in addition and prevail in case of conflict with this Clause.
19.5 Data Protection Compliance: The Supplier shall comply with all applicable data protection laws (including GDPR, to the extent applicable) when handling any personal data provided by the Buyer.; If the Services involve processing personal data on behalf of the Buyer, Supplier agrees to previously sign any required data processing agreement and to implement appropriate technical and organizational measures to safeguard such data.
19.6 Survival: The obligations in this Section 19 (Confidentiality and Data Protection) shall survive the termination or expiration of the Contract for a period of five (5) years from the date of termination, or indefinitely with respect to trade secrets and personal data.

20. Assignment & Sub‑contracting
20.1 Supplier shall not assign the Contract nor sub‑contract totally or critical parts without Buyer’s prior written consent. In case the PO is related to the perform of services, the Supplier shall perform personally the services (or, in case the Supplier is a company, the Services shall be performed personally by the specific persons expressly authorized in writing by the Buyer from time to time (the “Authorised Personnel”)). The Supplier undertakes (if the Supplier is a company) not to change the Person designated as Authorized Personnel in the PO or complementary documents, unless and if expressly requested in writing by the Buyer, and to another Person mutually agreed by the Parties.
20.2 In the event the Buyer consents the assignment and/or any subcontracting, the Supplier remains fully responsible for approved sub‑suppliers and must ensure the Authorised Personnel and/or the subcontractor (and its personnel involved in the services, if applicable) are bound in writing to these GPC.

21. Governing Law, Jurisdiction
21.1 This Contract is governed by the laws of Spain, excluding its conflict‑of‑laws rules and excluding the U.N. CISG.
21.2 Any disputes arising out of or in connection with the Contract that cannot be settled amicably shall be subject to the exclusive jurisdiction of the courts of Madrid, Spain. Nevertheless,

Buyer may, at its discretion, bring any claims in the courts of Supplier’s domicile for injunctive relief or recovery of Tooling/BFP.

22. Notices
22.1 Unless expressly provided otherwise in these GPC, all Notices will be sent to the addresses set out in the PO, in writing and in English language and delivered (a) by hand against receipt signed and dated on behalf of the addressee, (b) by registered or certified post (postage prepaid, return receipt requested), (c) by courier using an internationally recognised overnight air courier or (d) by pdf copy attached to an electronic mail.
22.2 Any Notice will be effective upon receipt and will be deemed to have been received:
a) at the time of delivery, if delivered by hand;
b) at the time of first delivery, if delivered by registered or certified post or if sent by an internationally recognised overnight air courier; or
c) at the time of delivery, if delivered by electronic mail,
provided that in any such case, where delivery occurs outside ordinary working hours on a business bay in the respective jurisdiction of the relevant Party, a Notice shall be deemed to have been received at the start of ordinary working hours on the next following business day in the respective jurisdiction of the relevant Party.
22.3 Each Party shall notify to the other Parties any change to its name, address, relevant addressee or email address at least twelve (12) days prior to such change.

23. Miscellaneous
23.1 Entire agreement. Entire agreement. The Contract (including the PO, these GPC, SOW and any other specific terms expressly agreed by the Parties referred to herein) sets forth the entire understanding and agreement amongst the Parties as to the matters covered herein and supersedes and replaces any prior understandings, agreement or statement of intent, in each case, written or oral, of any of every nature with respect thereto.
23.2 Language. The controlling language is English. If these GPC are translated into another language, the English version shall prevail in case of any conflict. All communications and deliverables (where applicable) under the Contract will be in English unless otherwise agreed.
23.3 Waivers. Any waiver of any term or condition of the Contract must be in writing and signed by each Party hereto referring specifically to the term or condition to be waived, and no such waiver shall be deemed to constitute the waiver of any other breach of any other term of condition of the Contract.
23.4 No Third Party rights – assignments. The Contract is intended to be solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favour of, any Person other than the Parties hereto unless otherwise expressly stated to the contrary and shall not be assignable without the prior written consent of the other Parties.
23.5 Severability. If any provision of these conditions is deemed invalid or unenforceable, in whole or in part, by a competent authority, such provision shall be deemed modified to the minimum extent necessary to eliminate the invalidity or unenforceability and the validity of the remaining provisions shall not be affected. The Parties will endeavor in good faith to replace any invalid or unenforceable provision with a valid provision that comes closest to the original intent and economic effect.

Supplier Ackowledgement
By shipping any Supplies, starting performance, or signing below, Supplier accepts these GPC in full and confirms that no Supplier terms will apply.

Supplier:________________________
Name & Title: ______________________
Date: ____________________________
Stamp/Signature: ___________________