GENERAL TERMS OF SALE OF IBERICA SEMICONDUCTORES DE POTENCIA, S.L. (ISP)

• 1. SCOPE OF APPLICATION
  • 1.1 These general terms of sale will apply to any sales agreement completed by Ibérica Semiconductores de Potencia, S.L (hereinafter ISP) in its status as provider, with a natural person or entity (hereinafter Client), unless the parties have agreed otherwise in writing.
  • 1.2 These terms will only apply when ISP has confirmed the order, always in writing.
  • 1.3 These terms shall not be modified except by ISP and in writing. Any previous agreement or trade practice with third parties shall not change the significance of these terms.
    
    Any modification made by ISP in these terms of sale shall not affect any other agreements that have already been confirmed.
    
    The specific scope of sale (amount, price, freight and packing, customs management, other management expenses, reference and description of the products) shall be determined as set out in the order acknowledgement.
• 2 PRICE AND TERMS OF PAYMENT
  • 2.1 Except when otherwise specified by ISP in writing, delivery costs are not included in the prices.
  • 2.2 All prices shall be considered net, with no kind of deduction, unless otherwise agreed..
    
    The prices do not include Value Added Tax (VAT) or any other taxes which may apply on the operation, and shall be paid by the client when making the payment of the products.
    
    The prices may be modified by ISP, and the client will have the power to waive the agreement if these prices do not interest it, by not later than seven (7) business days following the notification of the new rates.
  • 2.3 ISP will issue the respective invoice for the supplied products, designating in that invoice the bank account in which the payment should be made. That agreed payment shall be made in a term of thirty (30) days or in the term fixed by the parties, without this exceeding the maximum term of sixty (60) days, as agreed, in accordance with article 4.3 of Law 3/2004, of 29 December, which sets out measures for combating late payment in commercial transactions. If the payment falls due on a date coinciding with a Saturday, Sunday or public holiday, the client shall make the payment on the last immediate previous business day. The payment term shall be strictly fulfilled and that payment will not be considered effective until ISP has received the full agreed amount.
    
    The method of payment shall always be by transfer or by other valid payment documents (cheque, promissory note or confirming).
  • 2.4 Invoices will be issued to the client by ISP in PDF format, electronically signed with digital certificate issued by the Fábrica Nacional de Moneda y Timbre (FNMT) and will be sent to the client by e-mail or in hardcopy by postal mail, at the client's choice. When the client wants electronic invoice, this will be agreed in the contract that is completed between both parties as a specific condition, without this in any event representing any cost for ISP.
  • 2.5 If when the payment falls due, the client should breach its obligation, ISP will be authorised to suspend the compliance of its mutual obligations, until the moment when payments have been made and all of which without prejudice of any other actions which may correspond to ISP in defence of its credit rights.
    
    Should there be any delay in the payment that is attributed to the client, the client will pay ISP the respective interest, which is fixed as the legal rate of default interest plus eight percentage points (8%) and will accrue from the date of maturity until the date on which the totality of payment has been verified.
    
    Unless otherwise agreed in writing, the client shall not make any withholding on payments, or proceed to offset credits which it may hold in its favour and, if applicable with regard to ISP.
  • 2.6 ISP reserves the right to demand a part or the total payment, previous to the sale if, in its exclusive opinion, the client's financial standing does not justify the payment terms specified until now.
    
    In addition, and always under ISP discretion, it may demand the advance payment of their orders from the clients, regardless of their financial standing.
  • 2.7 In addition, if ISP considers it appropriate due to the client's financial standing, it may ask the client for whatever guarantees it deems necessary to ensure the due compliance of its contractual obligations, and may meanwhile suspend deliveries.
    
    If any guarantee surety is required, its text shall adapt to the model that will be provided by ISP to that effect.
• 3 DELIVERY
  • 3.1 Except when ISP accepts some other address in its order confirmation, the place for making all contractual obligations will be located in Spain, calle Lugano, no. 35, C.P. 28260 Galapagar (Madrid).
  • 3.2 The specific terms of sale agreed with each client will establish which party will cover the shipping expenses, and deliveries may at times be made carriage paid and at other times carriage due, depending on objective variables, such as class of product, the overall amount of the order, the weight of the products, etc.
  • 3.3 The delivery date will start to count as soon as the order is confirmed by ISP, and it will be deemed completed when the delivery is ready for clearance at the agreed place.
    
    The delivery date will be reasonably extended when there are justified reasons, outside the wishes and control of ISP, which impede it to be fulfilled on the agreed date.
    
    In addition, the delivery date will be extended if the client changes or introduces modifications in the original order or if it incurs delay in its contractual obligations, and in particular if it has delayed issuing the necessary documents or the agreed payments.
  • 3.4 The deliveries of products to clients are subject to manufacturer's stock availability.
    
    ISP may make partial supplies and bill them unless refused in writing by the client before their shipment.
• 4. PROPERTY AND RISKS
  • 4.1 The ownership or property of all the products will pertain to ISP until the client has paid the totality of the agreed price, including expenses and interest with regard to such products.
  • 4.2 Until the ownership of the products has been transferred to the client, ISP shall adopt the suitable measures to maintain the products in perfect conditions.
  • 4.3 The client shall not give on pledge or commit as guarantee any of the products which remain the property of ISP. If that condition is breached, the client shall immediately pay ISP all the amounts outstanding until that moment, without prejudice of any other legal actions that may rest with ISP.
  • 4.4 The risk of loss or damage to the products will pass from ISP to the client, when the products are delivered, in accordance with the applicable 2010 Incoterms (International Commercial Terms), or any others that are in force on the date of the transaction.
• 5 CANCELLATION OF CONFIRMED ORDERS.
  • 5.1 ISP will confirm orders made by the client according to product availability and will notify the delivery date to the client.
  • 5.2 ISP will admit modifications or cancellations in the client's confirmed orders before the delivery date , subject to the following conditions:
    • Modifications requested between weeks 0 and 8 before delivery: no changes or order cancellations will be accepted.
    • Modifications requested between weeks 8 and 12 before delivery: changes will be accepted with regard to not more than 25% of the order.
    • Modifications requested between weeks 12 and 16 before delivery: changes will be accepted with regard to not more than 60% of the order.
    • Modifications requested later than 16 weeks before delivery: changes will be accepted with regard to a maximum of 100% of the order.
• 6. RETURNING PRODUCTS.
  • 6.1 The client will review and will carry out the recognition of products, with regard to quality and quantity, at the same moment of the delivery. Once all the products have been reviewed and recognised, they will be considered accepted by the client, which will waive making any claim.
  • 6.2 In addition, the client will have a term of thirty (30) days in which to report any vices or hidden defects traced in the products, at the end of which term it will forfeit any action and right to claim ISP for this reason.
  • 6.3 The shipping authorisation and instructions to proceed to return a product shall be obtained in writing by ISP, always previous to these being returned by the client. In addition, the client will provide ISP the supporting information that is reasonably requested by ISP to allow it to verify, diagnose and correct the non-compliance.
  • 6.4 In the event of complaints regarding any product, the client's rights and the responsibility of ISP will be limited to changing the product or to refunding the sales price, as chosen by ISP. The client will never have the right to return a product outside the term of thirty (30) days in which to notify ISP about any vices or hidden defects in the products. ISP's responsibility will at the most be the value of the products at the time of sale.
  • 6.5 In the event of any returns, the product shall be received without impairment or marks or flaws. The product shall be sent in the suitable packing to preserve its integrity.
• 7. GUARANTEES
  • 7.1 In its status as distributor/marketer in the sale of products, without own production process, ISP does not offer any guarantee on the products it markets.
    
    The intervention of ISP is limited to processing the change in faulty parts, whenever the manufacturer's warranty foresees such measure.
  • 7.2 The guarantees of the products will be the ones offered by each manufacture and the client may ask for these guarantees before making the purchase.
  • 7.3 The manufacturer does not offer guarantee of the products marketed through ISP to its clients in the following cases:
    • If the client has not followed the manufacturer's instructions regarding the product, placed at the user's disposal on the manufacturer's WEB site.
    • If the client has not reported the defect in the product in the foreseen term.
• 8. LIMIT IN LIABILITY
  • 8.1 Claims for damages and reimbursement of expenses by the contracting party are excluded, irrespective of the legal cause. This will not apply to cases in which a guarantee is offered or when there is a supply risk.
    
    Nor will it apply in cases of liability imposed by the law regardless of the question of fault or negligence, in cases of criminal intent, serious imprudence, injuries that endanger life or bodily injuries or against health and as consequence of breach in the main contractual obligations.
    
    Compensation for breach in the main contractual obligations will however be limited to the typical and foreseeable damages, except when the cause is criminal intent or serious imprudence or as consequence of a liability for injuries that endanger life or bodily injuries or against health. Any change in the burden of proof in detriment of the contracting party will not be related with the above-mentioned rules.
  • 8.2 Contractual and extra-contractual damages claimed by the contracting party will be subject to a limitation term of one year following delivery of the articles, except when the regular legal rule on limitation produces a shorter term in the specific case. The mandatory limitation terms for liability will not be affected.
  • 8.3 Under no circumstance will ISP respond for indirect and/or immaterial or incidental damages, including, by way of illustration, loss of profit, loss of income or business, that could be caused by or which are in any way related with products, services, any order, this contract or its termination, non renewal or termination. In any circumstance, the responsibility of ISP is strictly limited to the net amount of the contact which has caused the claim, regardless of the causes or the object of the claim.
    
    Each of the employees, representatives, administrators, agents and sub-contractors of ISP may draw on and benefit by the exclusions and restrictions in responsibility set out in the provisions of these Conditions.
• 9. FORCE MAJEURE
  • 9.1 The concept “force majeure” is defined as being that which cannot be foreseen or resisted, and absolves from complying with some obligation.
    
    For the purpose of these conditions, "force majeure" will be understood to be the existence of any contingency, circumstance or cause which is outside the control of the party that calls upon it, including, but not limited to, the following circumstances: imposition or submission to a law, regulation, decree, order or request from any authority (national, State, autonomous, provincial or municipal), confiscation, riot, war, unrest, fire, floods, earthquakes, storms, explosions, strikes, lockouts, standstill in machinery or plant, impossibility of obtaining raw materials, equipment, diesel oil or transport.
  • 9.2 If any contingency, circumstance or cause occurs that prevents ISP from complying with its obligations by reason of "force majeure", ISP's obligations will be suspended until the contingency, circumstance or cause of "force majeure" disappears.
  • 9.3 When a case of "force majeure" substantially changes the economic importance of the contents of the products or considerably affects the client's business, the contract will be adapted considering the principles of reasonableness and good faith.
• 10 TERMINATION
  • 10.1 Without prejudice of other rights to terminate granted in these conditions, the contract may be immediately terminated by ISP, by means of a written notice, when the following events concur:
    • When the client substantially breaches the present conditions, without that breach being remedied in a term of thirty (30) business days, from the date of the written notice, reporting the breach.
    • In the event of declaration of bankruptcy, of the client, whether this is a natural person or a legal entity, liquidation or dissolution of the entity that holds the status of client.
    
    
    In both cases, ISP will have the right to notify the total or partial termination of the contract or the full or partial suspension of its enforcement. This will be done by means of a verifiable notification, without need for subsequent warning of breach or court intervention.
    
    As soon as any of the above-mentioned circumstances occurs, all claims which ISP holds with the client will immediately be converted into payables.
  • 10.2 If the client does not make the payment punctually or in full, at first demand by ISP, it should return the products that have not been paid.
• 11 CONFIDENTIALITY AND DATA PROTECTION

  The Client undertakes not to disclose to third parties any documents, data, technical know-how or any other information it has received from ISP, or about which it has been notified in writing, verbally, electronically or by other means, directly or indirectly (hereinafter, "Confidential Information"), without the previous and written consent of ISP, and to use that Confidential Information exclusively for the purposes foreseen in these general terms of sale. The Client undertakes to only place the Confidential Information at the disposal of employees that need such Confidential Information and who are subject to the obligation of confidentiality.

  The parties, including, inter alia, group companies, owners, administrators and employees, without the previous written consent of the party that disseminates the Confidential Information, shall not use or disseminate or permit the use or dissemination to third parties of trade secrets or of any other class of Confidential Information, or make a declaration or circulate information relating to transactions that will be applicable in these general terms of sale for any other purpose than the specific compliance of the obligations set out in these general terms of sale. This obligation will continue in force for a term of ten (10) years following delivery of the Products.

  In compliance with the provisions of the EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016, relating to the protection of natural persons with regard to personal data processing and the free circulation of this data, the personal data provided by the client will form part of the customer file of ISP, the purpose of which is to maintain the contractual relation, the control and management of sales and their respective collections. ISP will process such data with the maximum confidentiality and undertakes not to use them for purposes other than for the purpose for which they have been requested, and also to preserve them with the due measures that guarantee their security and avoid their modification, loss, or unauthorised processing or access.

  ISP undertakes to keep professional secrecy with regard to that personal data, even after the contractual relation has ended.

  The client authorises ISP to preserve its data for a term of ten (10) years after the contractual provision has ended.

  The client has the possibility of exercising the rights of access, rectification, cancellation and objection by sending a written notification to the attention of the Data Protection Manager of ISP, calle Lugano number 35, 28420 Galapagar (Madrid).
• 12. SEVERABILITY

  These conditions will be considered severable, and if any of them should be invalid for any reason, the other conditions will continue to be valid with all their force and effect.
• 13. LANGUAGE

  In the event of inconsistency between texts in Spanish and texts in any other language relating to the sale of the goods, the text in Spanish will prevail.
• 14. APPLICABLE LAW AND JURISDICTION

  This relation will be ruled by Spanish law. The parties specifically waive any other forum or jurisdiction to which they may be entitled and agree to submit to the Law Courts of Madrid regarding any difference or litigation arising from the validity, interpretation, compliance or enforcement of the General Terms of Sale, as well as the acts or transactions contemplated in them.