General Conditions of Purchase

1. VALIDITY AND EFFECTIVENESS

• 1.1 INGEMAT, S.L. (hereinafter, “INGEMAT”) is a Spanish company with its registered office in Zamudio (Bizkaia), Bizkaia Science and Technology Park, Bldg. 201 E-48170; and is professionally engaged in the design, manufacture, assembly, and commissioning of automotive body component assembly lines. INGEMAT’s customers are the leading OEMs, Tier-1 suppliers, and integrators in the automotive sector.

• 1.2 These General Terms and Conditions (hereinafter, the “General Terms and Conditions”), together with the INGEMAT Order, constitute the contract between INGEMAT and the Supplier (hereinafter, the “Contract”); and shall govern the performance of each Order for products and/or services between INGEMAT and the Supplier (hereinafter, the “Order”).

• 1.3 The General Terms and Conditions constitute an essential and inseparable part of INGEMAT’s Order. Consequently, the Supplier may not accept INGEMAT’s Order while excluding the application of the General Terms and Conditions, since the price and other financial terms offered by INGEMAT to the Supplier are based on

  • (i) the validity and effectiveness of these General Terms and Conditions; and

  • (ii) the Supplier’s full and unreserved acceptance thereof.

• 1.4 The Supplier’s acceptance of the Order constitutes full and unreserved acceptance of these General Terms and Conditions, and a waiver of any similar documents from the Supplier.

• 1.5 Any modification to these General Terms and Conditions must be made in writing and accepted by both parties.

2. PURPOSE OF THE CONTRACT

• 2.1 The subject matter of the Contract is the purchase of the products and/or the provision of the services defined in INGEMAT’s Order (hereinafter, the “Products” and the “Services”), in accordance with the specifications, scope, and limits set forth in the Contract.

• 2.2 The characteristics of the Products and/or Services shall be defined in INGEMAT’s Order.

3. FORMATION OF THE CONTRACT

• 3.1 INGEMAT shall be bound only by Orders originating from an official INGEMAT Order Form issued by personnel authorized for that purpose.

• 3.2 The Contract shall be formed upon the Supplier’s acceptance of INGEMAT’s Order in accordance with the provisions of these General Terms and Conditions. The Order must be accepted by the Supplier within 7 calendar days of receipt.

• 3.3 If the Supplier’s response to INGEMAT’s Order is intended to be an acceptance and contains additions, limitations, or other modifications, such additions, limitations, or other modifications shall not be binding on INGEMAT unless they are individually, expressly, and in writing accepted by INGEMAT.

• 3.4 INGEMAT may, at any time, make non-substantial changes to the Order by issuing a new Order that cancels and replaces the initial one, or expand it with an

• 3.5 Order Extension. The same conditions set forth in this document for Orders shall apply to Order Extensions.

4. PRICE AND PAYMENT

• 4.1 The price of the Products and/or Services and the payment terms shall be those set forth in each case in the Order or in INGEMAT’s Order Extensions.

• 4.2 The prices listed in the Orders or in the Order Extensions shall include all contracted items, excluding any taxes that may be incurred. The price of the Products and/or Services shall be fixed and shall not vary during the term of each Order or Order Extension.

• 4.3 Payment shall be made by bank transfer from INGEMAT under the terms set forth in the Order or in INGEMAT’s Order Extension, subject to compliance with the conditions agreed upon between the parties and the results of the acceptance inspection. Any payments that INGEMAT would otherwise be required to make in August shall be carried over to September.

• 4.4 INGEMAT may withhold the price and set it off against any obligation owed by the Supplier under the Order or arising from any other legal relationship in which the Supplier and INGEMAT are parties. In particular, INGEMAT may withhold the price and set it off against any amounts the Supplier may owe INGEMAT under the liability regime established in Clause 12.2.

5. SUPPLIER’S OBLIGATIONS

• 5.1 The Supplier undertakes to:

  • (i) sell the Products and/or provide the Services covered by the Order; and

  • (ii) plan a production, finishing, and handling schedule for the Products that ensures their delivery and/or the provision of the Services at the quality level and within the deadlines specified in the Order.

• 5.2 The Supplier expressly declares that it is aware of INGEMAT’s business activities and, in particular, the high standards in its sector regarding quality and compliance with delivery deadlines for INGEMAT’s solutions or products to its customers, as well as the serious consequences that would arise if INGEMAT were to deliver defective solutions or products to its customers and/or fail to meet its delivery deadlines due to the Supplier’s breach or defective performance of the Contract.

6. SUBCONTRACTING

• 6.1 The Supplier may only subcontract, in whole or in part, the performance of an Order or an Order Extension with INGEMAT’s express written authorization. In any case, the Supplier shall assume full responsibility for the actions of the subcontracted companies.

7. FREE ACCESS

• 7.1 Personnel designated by INGEMAT shall have free access to the facilities of the Supplier and the subcontracted companies for the inspection of the work commissioned. This authority of INGEMAT shall not affect the Supplier’s liability established in Clause 12 below, nor shall it in any way exonerate the Supplier.

8. DELIVERY. TRANSFER OF RISK. EXPENSES

• 8.1 The delivery of the Products and/or the provision of the Services by the Supplier to INGEMAT shall take place on the date and at the location specified in the Order. Unless otherwise indicated, the delivery of materials shall be made at INGEMAT’s facilities.
  INGEMAT reserves the right to change the schedule, time, and place of delivery and/or provision established herein when unforeseen circumstances so require or make it advisable.

• 8.2 All Products to be supplied shall be stored, packaged, loaded, and transported in accordance with the terms and conditions specified in the Order, and if nothing is specified therein, in accordance with normal commercial practices and customs.

• 8.3 No charges for packaging will be accepted; however, INGEMAT will return the packaging to the Supplier if the Supplier requests it in writing prior to delivery of the goods, with the cost of each return being borne by the Supplier.

• 8.4 Unless otherwise indicated in the Order, the costs of transporting the Products to their final delivery destination at INGEMAT, and the resulting insurance, loading, and unloading of the Products, shall be borne by the Supplier.

• 8.5 Once the Products have been delivered to INGEMAT at the agreed location and under the agreed conditions, ownership of the Products and the risks of their deterioration and destruction shall be deemed to have been transferred to INGEMAT.

• 8.6 INGEMAT’s receipt of the Products shall not imply acceptance of their quality. The receipt of the Products shall be provisional for the duration of the verification period, and any return, if applicable, shall be at the Supplier’s expense and risk.

9. DELAY IN DELIVERY OF THE PRODUCTS AND/OR PROVISION OF SERVICES

• 9.1 The Supplier agrees to meet each and every deadline set forth in the Order. The Supplier and INGEMAT expressly agree that the deadlines are essential and must be met without any grace period or extension.

• 9.2 The Supplier shall be in default and breach of contract on the agreed date for fulfillment of the obligation without the need for formal notice or demand, except when such delay is due to events attributable to INGEMAT or to force majeure, provided that the start and end of the delay caused by such events are promptly communicated in writing by the Supplier to INGEMAT at the time they occur.

• 9.3 Any delay in the delivery of the Products (including partial delivery of the ordered Products) and/or in the provision of the Services shall entitle INGEMAT to cancel the Order without the need for INGEMAT to issue any judicial or extrajudicial notice to the Supplier.

• 9.4 A delay in the delivery of the Products (including partial delivery of the ordered Products) and/or in the provision of the Services shall also give rise to an automatic daily penalty for delay, calculated as a percentage of the Order amount or the Order Extension amount, up to a maximum of 15% thereof:

• ORDER AMOUNT PENALTY (%) PER DAY OF DELAY

  • Up to €600 2%

  • From €600.01 to €3,000 1.5%

  • From €3,000.01 to €6,000 1%

  • Amounts exceeding €6,000.01 0.5%

The penalties established for breach of the obligations arising from the Contract shall be automatic, may be applied by INGEMAT, and shall accrue without the need for prior notice to the Supplier.
Furthermore, any penalties that may be imposed shall serve strictly as a penalty and shall not preclude INGEMAT’s right to be compensated by the Supplier for any damages incurred. In particular, and without prejudice to other damages, the Supplier shall be liable and shall hold INGEMAT harmless for the damages defined in Clause 12.2 below.

• 9.5 If, for any reason, the Supplier is unable to fulfill an Order in whole or in part, it must:

  • (i) notify INGEMAT as soon as it becomes aware of the cause preventing such performance;

  • (ii) ensure that INGEMAT’s Order is fulfilled by another supplier; and

  • (iii) expressly assume any additional costs, penalties, and damages that INGEMAT may incur as a result of contracting such services from third parties and due to delays incurred with its customers.

10. QUANTITY AND QUALITY OF PRODUCTS AND/OR SERVICES

• 10.1 Warranty
  The Supplier warrants that all Products supplied and/or Services provided by it to INGEMAT

  • (i) will conform to INGEMAT’s Order;

  • (ii) will comply with all standards applicable to the Products and/or Services at any given time;

  • (iii) will be of the agreed quality and quantity; and

  • (iv) will be suitable for the use to which INGEMAT intends to put them.

• 10.2 Warranty Period
  The Supplier warrants the delivered materials and/or the provided Service for a period of two (2) years from the date of final acceptance by INGEMAT; notwithstanding this, the Supplier undertakes to repair, within the shortest possible time, all defects and irregularities that prevent normal use or, where applicable, to replace them. For replaced or repaired materials, a new warranty period shall commence upon INGEMAT’s final acceptance thereof.

• 10.3 Defective Products and/or Services
  A Product and/or Service shall be deemed defective if it does not comply with the warranties set forth in Clause 10.1.
  In the event of receiving Defective Products and/or Services, INGEMAT may, at its sole discretion and without the need for any notice or other formality, take one or more of the following actions:

  • (i) accept the defective Products and/or Services at a price lower than that indicated in the Order;

  • (ii) require the Supplier to repair or replace the Defective Products and/or Services with others of the same type and quality as specified in the Order; and/or

  • (iii) terminate the Contract in accordance with Clause 15.

11. INTELLECTUAL AND INDUSTRIAL PROPERTY

• 11.1 The fulfillment of the Order does not imply any assignment, license, sublicense, or general right of use by one contracting party over any trademarks, trade names, or any other industrial or intellectual property rights owned by the other party.

12. LIABILITY

Without prejudice to the provisions of Clauses 9 and 10 above, the Supplier agrees, without limitation, to the following:

• 12.1 Compliance with Regulations
  The Supplier shall be solely responsible for ensuring that its personnel and any persons or entities it employs in the performance of the Contract—whether as employees, technicians, suppliers, or in any other capacity—comply with all applicable regulations at all times.
  The Supplier shall comply with each and every labor and Social Security legal provision during the performance of the Services; the personnel assigned to these Services shall be part of its workforce, duly hired and registered with Social Security; the Supplier shall be up to date in the payment of corresponding wages, severance pay, benefits, and any type of financial compensation arising from the employment relationship between the Supplier and its personnel; and the Supplier shall fulfill its Social Security obligations.
  The Supplier must observe, in the performance of the Services, all occupational risk prevention and health and safety measures required by applicable legal provisions and, even if not legally required, all measures advised by prudence to prevent accidents, damage, or harm to INGEMAT or third parties, or the commission of offenses punishable under criminal or administrative law.
  INGEMAT may require the Supplier to present official documentation demonstrating that it is up to date with all its Social Security obligations, receipts, final settlements, and analogous or similar wage obligations. In the event of any outstanding balance, INGEMAT may withhold from the amount of the payment due or from the final settlement the amount necessary to cover the unpaid portion.

• 12.2 Exclusive Liability of the Supplier
  The Supplier shall be liable for any and all damages of any kind, whether incurred by the Supplier itself or that may be incurred by INGEMAT and/or INGEMAT’s end customers and/or third parties in connection with the execution of the Order, including but not limited to, and without limitation, for quality issues and/or the failure (or delay) to deliver the Products and/or provide the Services (including partial delivery).
  In any case, the Supplier shall be directly and jointly liable for the work performed by the persons or entities it employs, whether as employees, technicians, suppliers, or in any other capacity.
  The Supplier shall hold INGEMAT, as well as its employees, agents, representatives, directors, and partners, harmless from any and all damages, liabilities, obligations, losses, penalties, delays, costs, and expenses (including, among others, attorneys’ fees) arising from any claims, whether judicial or not, actions or proceedings, administrative sanctions, etc., resulting from:

  • (i) any act or omission by the Supplier or its employees and/or suppliers, committed or incurred, directly or indirectly, in the performance of the Order;

  • (ii) in particular, any breaches committed by INGEMAT against its customers when such breaches are attributable to the Supplier (including, but not limited to, quality issues and/or failure (or delay) in the delivery of the Products and/or the provision of the Services—including partial provision); and

  • (iii) any damages that, as a result of the provision of the Services, may be suffered by the Supplier’s facilities, equipment, products, and personnel, as well as by third parties.

Without any time limitation, the Supplier shall be liable for:

• • (i) all liabilities incurred by INGEMAT arising from any breaches committed by INGEMAT against its customers or third parties when such breaches are attributable to the Supplier; and/or

  • (ii) all costs that INGEMAT may incur to fulfill its obligations to its customers due to the Supplier’s breaches.

Consequently, in the event that, due to the Supplier’s breaches, INGEMAT incurs any type of civil liability—whether contractual or non-contractual—or administrative liability, such liability attributed to INGEMAT shall always be recoverable from the Supplier, without any quantitative or temporal limitation.

13. INSURANCE

• 13.1 The Supplier shall, at its own expense, enter into and maintain with reputable insurance companies insurance policies covering all customary risks to which it may be exposed during the performance of the Order, particularly with regard to civil liability for defective products.

• 13.2 The existence of insurance policies shall in no way limit the liabilities assumed by the Supplier under this Contract.

14. TERMINATION OF THE CONTRACT

• 14.1 INGEMAT may cancel an Order, without cost or penalty, before the Supplier begins its execution.

• 14.2 In the event that the Supplier has commenced performance, the following provisions shall apply:

  • (i) if the subject matter of the Contract is the provision of services by the Supplier, INGEMAT may, at its sole discretion, withdraw from the Order by notifying the Supplier with one month’s advance notice, without the need for just cause or payment of compensation.

  • (ii) If the subject matter of the Contract is the purchase of products, INGEMAT may, at its sole discretion, cancel the Order by compensating the Supplier for all expenses and work incurred up to that point.

15. TERMINATION OF THE CONTRACT

• 15.1 In the event of a breach of any of the terms and conditions of this Contract by either party, the non-breaching party may choose either to demand performance of the Contract or to terminate it as of right without prior notice, by simple notification to the breaching party; in both cases, the non-breaching party shall be entitled to compensation for the damages suffered.

16. CONFIDENTIALITY

• 16.1 The parties shall treat as strictly confidential all information they receive or obtain as a result of entering into or performing this Agreement.

• 16.2 Notwithstanding the foregoing, either party may disclose such information to the extent that:

  • (i) the disclosure is required by the laws of any relevant jurisdiction or is necessary for the purposes of any legal proceedings;

  • (ii) the disclosure must be made when required by any judicial, regulatory, or governmental body to which either party is subject, regardless of its location and regardless of whether the disclosure requirement has the force of law;

  • (iii) it is necessary or appropriate to disclose such information to their advisors and auditors or when financial institutions reasonably require such information, provided, in any case, that they are bound by law or by agreement to maintain the confidentiality of the information received;

  • (iv) the Supplier has given its prior written consent to the disclosure (in the case of disclosure by INGEMAT) or INGEMAT has given its prior written consent (in the case of disclosure by the Supplier), as applicable; or

  • (v) the disclosure must be made to enable the relevant party to enforce the rights granted to it under this Agreement.

• 16.3 The obligations arising from this Clause shall remain in effect even after the termination of the Agreement.

17. FORCE MAJEURE

• 17.1 For the purposes of this Agreement, events of force majeure shall be deemed to be those events that could not have been foreseen, or that, if foreseen, were unavoidable, in accordance with the meaning of that term as defined in Article 1.105 of the Civil Code.

• 17.2 Such causes beyond the control of INGEMAT and the Supplier include, but are not limited to, fires, strikes by its own or third-party employees, insurrections, and riots.

18. INVALIDITY

• 18.1 The agreements and provisions of these General Terms and Conditions shall be deemed independent of one another, such that if any of them becomes invalid or void or is deemed unenforceable, only the affected clause shall be deemed unenforceable, but the remaining provisions shall remain in force.
  If necessary, the part of the Contract not affected by the invalidity, nullity, or non-incorporation shall be supplemented in accordance with the provisions of Article 1,258 of the Civil Code and other applicable provisions regarding interpretation.

• 18.2 Likewise, if, as a result of a law or mandatory provision, the agreements set forth in the Contract are deemed to have been modified, such agreements shall be deemed altered only to the extent strictly incompatible with the new applicable rules, while the remaining agreed terms shall remain unchanged and in force.

19. ENTIRE AGREEMENT

• 19.1 This Agreement supersedes any prior agreement between INGEMAT and the Supplier, whether oral or written, relating to the subject matter of this Agreement; any documentation that INGEMAT and the Supplier may have exchanged prior to the signing of this Agreement (including, but not limited to, the Supplier’s offers); as well as the Supplier’s General Terms and Conditions, if any, which shall not be enforceable against INGEMAT.

• 19.2 No modification, alteration, or addition to this Agreement shall be valid unless signed by INGEMAT and the Supplier. The approvals or consents set forth herein must also be in writing.

20. ASSIGNMENT

• 20.1 The Supplier may not assign its contractual position, nor any of its rights and obligations under this Agreement, without the prior written consent of INGEMAT.

21. INDEPENDENT CONTRACTORS

• 21.1 The relationship between INGEMAT and the Supplier, arising from this Agreement, is a relationship between independent contractors. Consequently, INGEMAT and the Supplier acknowledge that this Agreement does not create any type of employment, corporate, agency, or franchise relationship, whether de facto or de jure, between INGEMAT and the Supplier, and neither party may act or present itself to third parties as if such a relationship existed.

22. DATA PROTECTION

• 22.1 The personal data of natural persons involved in the signing, management, and performance of the Agreement on behalf of and/or for the account of the Supplier shall be processed under the responsibility of INGEMAT for the purpose of entering into, carrying out, maintaining, and monitoring the legal relationship between the parties and fulfilling their legal obligations.

• 22.2 The data subject may exercise the rights of access, rectification, objection, erasure, portability, and restriction of processing against INGEMAT by writing to the address of INGEMAT listed in the header of these General Terms and Conditions.

• 22.3 The legitimate grounds for the processing described are: (i) the execution and management of the contractual relationship between INGEMAT and the Supplier; and (ii) compliance with legal obligations to which INGEMAT is subject.

• 22.4 Personal data will be processed for the duration of the Contract and for a maximum period of six (6) years following the termination of the Contract, for the sole purpose of complying with any applicable law. Furthermore, the Supplier’s legal representative is hereby informed that they may file any claim or request related to the protection of their personal data with the relevant Data Protection Authority.

• 22.5 The Supplier undertakes that, prior to providing INGEMAT with any personal data of any natural person involved in the performance and management of the Contract, it will have informed said natural person of the content of the provisions in the preceding sections and will have complied with any other requirements that may apply for the proper communication of their personal data to INGEMAT, without INGEMAT being required to take any additional action with respect to said data subject in terms of information or consent.

23. USE OF ARTIFICIAL INTELLIGENCE

• 23.1 Definition. For the purposes of these Terms and Conditions, “AI Tools” shall mean any system, platform, model, or service based on artificial intelligence, machine learning, natural language processing, or analogous technologies, including generative AI tools, chatbots, virtual assistants, and cloud services with AI functionalities.

• 23.2 Prohibition. The Provider is expressly prohibited from introducing, processing, analyzing, or transferring, directly or indirectly, any information, documentation, or data provided by INGEMAT—including technical, commercial, financial, R&D&I information, or documentation related to grants or subsidies—as well as any information, documentation, or data regarding INGEMAT’s customers that the Supplier may become aware of within the scope of the Contract, through AI Tools, unless prior written authorization is obtained from INGEMAT. This prohibition is without prejudice to the confidentiality obligations set forth in Clause 16.

• 23.3 Authorized Use. In the event of express authorization, the Supplier must: (i) ensure that the AI Tools operate in a private and secure environment, without incorporating the information into public models or transferring it to third parties; and (ii) inform INGEMAT in advance of the security tools and measures employed.

• 23.4 Subcontractors. The Supplier shall extend these obligations to its subcontractors and third parties involved, and shall be liable to INGEMAT for their compliance in accordance with Clause 6.

• 23.5 Breach. A breach of this Clause shall be deemed a material breach, entitling INGEMAT to terminate the Contract in accordance with Clause 15 and to claim damages in accordance with Clause 12.

24. GOVERNING LAW AND JURISDICTION

• 24.1 This Contract shall be governed, both in its interpretation and performance, by Spanish law.
  The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention) is excluded.

• 24.2 INGEMAT and the Supplier, expressly waiving any other jurisdiction that might apply to them, submit to the exclusive jurisdiction of the courts and tribunals of the Judicial District of Bilbao ( ) for the resolution of any issues or disputes that may arise from this Agreement.