1.- Scope of Application

The present General Conditions of Sale shall apply to all contractual relationships between Transmisiones La Magdalena, S.L. (hereinafter referred to as "La Magdalena") and the buyer (hereinafter referred to as the "Buyer") of its products.The conditions proposed by the Buyer in the order or in any other document shall only be deemed incorporated into the sales contract when they have been expressly accepted in writing, by signature, by both La Magdalena and the Buyer.To comply with the above, La Magdalena will make the General Conditions of Sale available to the Buyer, as indicated in the following clause.

2.- Offer and Acceptance

Unless otherwise stated in the offer itself, the offers of La Magdalena shall remain valid for a period of 15 calendar days from the date of their issuance. Notwithstanding the above, La Magdalena may revoke its offers at any time before receiving the Buyer's acceptance.

La Magdalena will confirm the Buyer's order by issuing an order confirmation or a Proforma Invoice. A binding agreement shall only be deemed to exist once twenty-four hours have elapsed from the time La Magdalena has issued the order confirmation or Proforma Invoice, without the Buyer expressing disagreement with the content of the General Conditions of Sale. Special contracts, conditions, and/or requirements shall be valid if signed by the representatives of both La Magdalena and the Buyer.

3.- Specifications

The products shall comply with the agreed specifications. If no specifications have been agreed upon, the products shall comply with the general specifications applicable to products of the same type sold by La Magdalena at the time of delivery.

4.- Delivery

In each offer, La Magdalena shall indicate the maximum period within which goods must be produced (not the delivery date according to the Incoterms). The calculation of this period starts the day after the order confirmation issued by La Magdalena. It shall have the right to make partial deliveries unless the Buyer expresses disagreement.

If La Magdalena has notified a new delivery date, the Buyer may only terminate the contract by issuing a notice of termination within five calendar days following the date of notification.

La Magdalena shall not be liable to the Buyer for direct or indirect damages or for adverse consequences arising from delays in delivery.

The agreed delivery conditions shall be interpreted in accordance with Incoterms 2020.

Unless otherwise agreed, it shall be understood that the sale is made under Ex Works (EXW) delivery conditions from La Magdalena's warehouses in Abadiño (Bizkaia).

5.- Claims and Defects in Products

The filing of a claim does not entitle the Buyer to suspend payment of the invoice corresponding to the material in question or any other outstanding invoices. La Magdalena will not accept any return shipment without prior consent.

5.1 The products supplied shall be free from flaws or defects. Products shall only be considered defective if they do not comply with the specifications expressly agreed upon for each particular delivery or, failing that, if they do not meet La Magdalena's general specifications applicable at the time of delivery. La Magdalena does not guarantee any use, quality, or property of the products beyond what has been stated above.

Products sold under the condition of not being first-grade ("B-stock") shall be understood as sold "as is," meaning the Buyer waives the right to reject or request compensation for defects or flaws in the product.

5.2 If the products present any flaw or defect in quantity or quality, the Buyer must notify La Magdalena in writing within the timeframes established in Article 336 of the Commercial Code. In the case of hidden flaws or defects that are not reasonably detectable upon receipt of the merchandise, the Buyer must notify La Magdalena in writing within six months from the time the goods are made available or delivered.

The Buyer is obligated, upon receipt, to store the product properly following La Magdalena's instructions to ensure its usual performance and quality. Should the product present a defect as a result of failing to meet this obligation, the Buyer’s action for remedying hidden flaws will not succeed, even if exercised within the specified timeframe. Claims will lose their validity after the aforementioned deadlines.

Additionally, there will be no hidden flaw or defect in the event of damage resulting from:

• Incorrect use, negligence, or misuse by the Buyer or third parties.
• Lack of or improper maintenance by the Buyer or third parties.
• Alterations or repairs performed by unauthorized persons.
• Normal wear and tear due to use.

5.4 When the Buyer notifies any defect or flaw in the products within the timeframe and under the conditions mentioned above, La Magdalena shall have the option to rectify the defect or flaw, deliver new products as per the order, or, in case of shortages, deliver the missing products at the agreed delivery location. All this shall be done at La Magdalena's expense within a period of twenty days.

5.5 The Buyer waives any other rights or claims against La Magdalena beyond the remedies and compensations expressly provided for in these conditions or the contract, especially for compensation for damages.

6.- Force Majeure

Neither party shall be held liable for delays in performance or non-performance of their obligations resulting from events or circumstances beyond their control, such as wars, fires, labor disputes, commercial conflicts, or license denials, except when these circumstances result from a breach by the party invoking them.

Failure to perform or delays shall not be considered a contractual breach, and the performance period shall be extended for a period equivalent to the duration of the impediment. If the delay or non-performance continues for a period of three months, either party may terminate the contract for products not yet delivered to the Buyer. In case of termination under these circumstances, neither party may claim compensation or indemnity of any kind, but any advance payments shall be refunded, and goods in transit not yet delivered shall be returned.

7.- Retention of Title

La Magdalena reserves ownership of the goods delivered until the Buyer has fully paid for them. Until ownership of the products is transferred to the Buyer, La Magdalena shall have the right to regain possession or control of the goods, asserting all rights protected by law for this purpose.

If the Buyer incorporates or processes the unpaid products into a new product, La Magdalena shall become the owner of the new product in proportion to the value of the unpaid products until the original products are fully paid for.

The Buyer assigns to La Magdalena the credit rights derived from the sale of any unpaid goods or new products to La Magdalena in proportion to the amounts owed by the Buyer.

8.- Payment

Unless otherwise stated, it will be understood that the agreed prices do not include Value Added Tax (VAT) or other taxes or fees. Unless otherwise agreed, payment must be made within 30 days from the invoice date, and the interest rate for late payments, payable from the invoice's due date, will be as stipulated in Law 3/2004 on measures to combat late payment in commercial transactions.

Contracts shall be deemed concluded at La Magdalena's address. The place of payment shall be La Magdalena's address, even if promissory notes, checks, or bills of exchange were issued for payment.

9.- Applicable Law

All transactions between La Magdalena and the Buyer of its products shall be governed by Spanish law, as well as any applicable international treaties or EU regulations, and other Spanish commercial customs and practices.

10.- Jurisdiction

Any dispute arising directly or indirectly from a contractual relationship involving La Magdalena shall be submitted to the Courts of Bilbao (Bizkaia), with the other party expressly waiving the jurisdiction to which they may be entitled.

11.- Limitation of Liability

Without prejudice to the provisions of these General Conditions of Sale or any express agreement to the contrary, La Magdalena shall not, under any circumstances, be liable for damages such as incidental, indirect, consequential, economic, or intangible losses, loss of profit, loss of production, wasted production, or damages arising from claims from the Buyer's customers. However, this exclusion will not apply in cases of negligence or willful misconduct by La Magdalena.

In any event, the maximum amount La Magdalena shall be liable for towards the Buyer shall not exceed the sale price of the product.

12.- Invalidity

The total or partial invalidity of one or more clauses of these General Conditions shall not affect the validity of the contract, the remaining clauses, or the rest of the affected clause in case of partial invalidity. The clause that is found to be wholly or partially invalid will be replaced by a clause whose economic result is as close as possible to the intended result of the invalid clause.

13.- Personal Data Protection

The Data Controller for the personal data provided by the Buyer is Transmisiones La Magdalena, S.L., with NIF: B48045140, located at Arzubia Kalea nº6, 48220 Abadiño (Bizkaia), Spain. If any service or product is contracted, the personal data will be used for its management and billing.

For optimal service delivery by Transmisiones La Magdalena, S.L. to its clients, third-party service providers may need access to the user's personal data as Data Processors. In addition to these accesses, Transmisiones La Magdalena, S.L. may transfer the user's personal data to authorized collaborators, always with the user's consent. Furthermore, Transmisiones La Magdalena, S.L. may transfer or communicate personal data to meet its obligations to Public Administrations, in accordance with applicable legislation, and, when applicable, to other bodies such as State Security Forces and Courts.

Users' personal data will be retained for the necessary period to respond to requests or provide the contracted service. Once the service is completed, data will be kept for five years, which is the standard limitation period for civil or commercial liabilities. These periods may be extended by legal changes or the recognition of criminal liabilities.

Transmisiones La Magdalena, S.L. informs users of their right to exercise access, rectification, opposition, erasure, portability, and restriction of processing, as well as to object to the automated processing of personal data collected by Transmisiones La Magdalena, S.L. These rights may be exercised free of charge by the user via a written and signed request addressed to the following address: Arzubia Kalea 6, Abadiño (Bizkaia). The subject line of the request should include "Data Protection" and must contain the following: user's name and surname, notification address, a photocopy of ID or passport, and the specific request.

Transmisiones La Magdalena, S.L. may amend its Privacy Policy in accordance with applicable legislation at any given time.