Terms of sale

1. DEFINITIONS

In these conditions;

“Collection Notice” means a written notice from the Company to the Customer that the Products are ready for collection at the place indicated in the notice;

“The Company” means Global Metwire Injection SL

"The Contract" means the Contract entered into between the Company and the Client for the supply of the Products and which will be governed by these Conditions and which includes the terms and conditions and related documents or information established in, or otherwise identified, in the offer on which the Contract is based or in any order confirmation from the Company;

"Customer" means any person, firm, organization or company that purchases the Product offering;

"The Products" means the goods manufactured or negotiated by the Company, including the encapsulation of ferroalloys in general, and the purchase and sale of all types of raw materials, which may be the subject of the Contract;

All references in the masculine also include the feminine, and the singular includes the plural.

2. FORMATION OF THE CONTRACT

2.1 These Conditions are incorporated into all Contracts between the Company and the Client for the supply to the Client of Goods.

2.2 These Conditions supersede any previous conditions appearing in Company literature or elsewhere. The placing of an order by the Client will be considered as an acceptance of these Conditions, unless specific conditions are accepted in writing between the Company and the Client. All stipulated terms and conditions, which are incorporated or mentioned by the Client, whether in his order or in any negotiation or otherwise, are excluded and, in any case, these Conditions will prevail over the terms and conditions of the Client.

2.3 Any offer submitted by the Company does not constitute an offer capable of binding the Company and no Contract shall enter into force until the Company has received satisfactory credit references for the Contract and the Company has issued its formal acknowledgment of the Client's order or otherwise agreement in relation to the offer(s) of the Company.

2.4 The Company is free to change its prices after the submission of an offer to reflect any increase in wages, prices of materials, freight, insurance and the cost of abnormal working hours. The Company reserves the right to modify its prices when the estimate of an offer is based on a certain quantity that is greater or less than the quantity requested.

3. MANUFACTURER CATALOGS, ETC.

Details regarding dimensions, capacities, development rating, specifications, drawings and other data contained in manufacturers' catalogues, price lists or other documents supplied by the Company constitute only an approximate guide and shall not be binding on the Company.

4. VARIATIONS

The Company shall not be bound by any variation, waiver or addition to the Agreement unless they have been agreed in writing by the Company and the Client.

5. DELIVERY

Unless expressly agreed in the Contract, the Company will deliver the Products under ExWorks conditions. Therefore, it is the Customer's responsibility to arrange the delivery of the Products to the place specified in the Contract for delivery. The Company shall not be liable for any loss or damage arising, directly or indirectly, from any failure on the part of the Customer or its agents to effect delivery.

6. DELAYS

Delays caused by the Client arising from, but not limited to, late payment, suspension of work or ambiguous instructions will allow the Company to add a reasonable extension of time to the Contract and the Company shall be entitled to modify the price of the Contract to cover all additional expenses incurred as a result of the delay.

7. SURCHARGES

Where there is an increase of more than 5 % in the price of ferroalloys and/or raw materials after the date of the Contract, a surcharge will be applied to reflect this increase and will be notified to the Customer and added to the price, at from the date of notification. The costs of ferroalloys and/or raw materials will be reviewed by the Company on a monthly basis to determine if a supplement should be added.

8. PACKAGING

The Products will be packed in standard packaging for the Company's domestic or export market. In the event that any other type of packaging is required beyond the standard packaging of the Company, the extra cost of packaging will be added to the price. All containers used to ship the Products are non-returnable unless otherwise agreed in writing by the Company.

9. TRANSPORTATION

Unless expressly agreed in the Contract, prices do not include transportation or insurance and the Company reserves the right to charge transportation and insurance separately for all orders for Products.

10. PAYMENT

10.1 The price of the Products shall be as set out in the Contract. The prices do not include VAT and other taxes and duties, which will be added to the Contract price at the percentage in force on the date of issuance of the invoices by the Company.

10.2 Payments will be due by the Company on the date of delivery of the invoice.

10.3 The deadline for payment of an invoice issued by the Company will be 30 business days after payment is due;

10.4 The Company reserves the right to charge interest at the percentage resulting from adding 5 points to the daily interest of the Company's bank at any time, on all amounts due and not paid before the payment deadline. This right may be exercised without prejudice to any other rights that the Company may have in relation to late payment.

10.5 In the event that the Client has failed to pay any amount due to the Company under the Agreement, after giving the Client 7 days' written notice stating the reasons therefor, the Company may suspend performance of all its obligations under the Contract. The Company will resume its obligations under the Agreement within a reasonable time after receipt of outstanding payments. The duration of the suspension provided for in this clause will not be taken into account in the calculation of any agreed date for the realization of the Products and the Company does not assume any responsibility towards the Client regarding such suspension.

11. TRANSMISSION OF OWNERSHIP OF THE PRODUCTS

11.1 Until the Company has been paid in full for the Products covered by the Agreement, the Client will hold the Products in a fiduciary capacity, as depository of the Company and:

(i) title to the Products will remain with the Company and the Client must store the Products in such a way that they are clearly identifiable as the property of the Company, and

(ii) the Company reserves the right to dispose of the Products and may repossess them at any time to do so and may, through its employees or agents, enter any land or premises owned or occupied by the Customer or any purchaser of the Products to the Customer and, in addition, the Customer must include, in any Contract with another buyer, a license in favor of the Company that covers the right of entry provided in this subsection, and

(iii) if the Client incorporates or allows the incorporation of the Products in other goods or products in any way, the legal and economic ownership of the other products, both during the incorporation process and subsequently, must be immediately granted to the Company, and the Client will hold them in his capacity as trustee as depositary of the Company; if requested by the Company, the Client shall observe the conditions in relation to storage in subparagraph (i) of this article as if the other products were the originally supplied Products, and

(iv) the parties agree that the incorporation of the Products in other goods or products in any way is not intended to extinguish the property title of the Company, in accordance with the provisions of these Conditions, and

(v) without prejudice to the preceding sections, the Client may (unless otherwise indicated by the Company or in the event of the events mentioned in clause 11.4 below) sell the Products in the normal course of its business on behalf of of the Society, and

(vi) the Client must include in its contract with a later buyer the clauses that include the rights of the Company related in this clause 11.4, and

(vii) the Customer shall notify any subsequent purchaser of the Products that ownership of the Products rests with the Company until the Customer has paid the Products in full to the Company and

(viii) any monies received by the Client from any subsequent purchaser will be kept separate from the Client's funds or any other person on behalf of the Company and the Client has a fiduciary duty to account for such funds to the extent of his debt and up to this limit, you must pay the Company with the sums received in relation to the Products

Notwithstanding the foregoing, the risk of the Products is transferred to the Client in the terms of clause 12 below.

11.2 Upon receipt of the notification by the Company, or in the event of any of the events set out in clause 11.4 below, all Products owned by the Company must be immediately delivered to the Company and the Company acting through of its employees or agents shall have the right, without prior notice, to enter the premises or premises of the Customer or any subsequent purchaser of the Customer during normal business hours to take possession of the Products.

11.3 In addition to any legal actions to which the Company may be entitled by law, the Company will, in the event of any of the events set out in clause 11.4 below, be entitled to a general lien on all Customer Products in the possession of the Company for the unpaid price of other products sold and delivered to the Client by the Company under the same or another contract.

11.4 The events mentioned above are the following:

(i) Any notice to the Client that an administrator or director of all or part of the Client's assets is to be or has been appointed.

(ii) Any notice to the Client that a petition to liquidate the Client is to be or has been filed or of any notice that a resolution to liquidate the Client (other than for the purposes of restructuring or merger) has been agreed or that said resolution has been issued.

(iii) The Client's decision that he intends to reach an agreement with his creditors.

(iv) the Client is unable to pay its debts, as defined in the Spanish Bankruptcy Law.

(v) The Client stops or threatens to stop continuing his business.

12. RISK

The risk of the Products is transferred to the Customer from the moment the Customer receives a Collection Notice. It is the Client's responsibility to insure the Products from the date of receipt of the Collection Notice for the full purchase price against loss or damage caused by any cause. Proof of insurance shall be delivered by the Client to the Company before the Products are made available for collection by the Client.

13. TIME OF COLLECTION

13.1 The moment in which the Products will be available for collection by the Client at the Company's premises, will be the later date established in the Contract or the date established in the Contract plus the date of receipt by the Company of the necessary information. , complete plans, materials and designs supplied by the Client.

13.2 The collection date is not an essential element of the contract and is given by the Company as the best possible estimate and the Company assumes no responsibility for failure to meet the collection date, although it will make every reasonable effort to do so.

14. CLAIMS IN TRANSIT

14.1 The Company assumes no responsibility for any loss, damage, discrepancy or deficiency of Products in transit when in transit by the Customer or by a carrier designated or requested by the Customer or by a carrier who is the Customer's employee or agent. Claims will be made immediately by the Customer to the carrier.

14.2 The Customer shall notify the Company of any claim for loss or damage in transit immediately upon receipt of the Products or on the day the Products should have arrived if they had not been lost.

15. ACCEPTANCE PROCEDURE

The Products shall be deemed to have been accepted by the Customer upon collection or delivery unless the Customer notifies the Company in writing of non-acceptance of the Products within ten days after collection or delivery.

16. FORCE MAJEURE

The Company will not be responsible in any way for any breach of Contract
or delay in performance of its obligations to the extent that such failure is
is due to circumstances beyond its reasonable control, including, without limitation, the actions
government, war or national emergency, riot, civil commotion, fire, explosion,
flood, epidemic, lockouts, strikes or other labor disputes (whether or not in
relation to the Company's staff), or the restrictions or delays that affect the
carriers or impossibility or delay in obtaining supplies of materials
adequate or suitable, provided that, if the event in question lasts for a period
continued for more than 60 days, the Client shall have the right to notify the Company in writing of his
intention to terminate the Agreement.

17. TERMINATION
If the Client fails to comply with any of the terms of the Contract, whether it is a condition or guarantee
express or implied, or if any of the events listed in clause 11.4 occurs, the
Company may immediately cancel the Agreement by written notice. In that
case, the Company will be exempted from the execution of the Contract and the Client, upon request,
shall pay the Company all expenses and costs incurred in connection with the Contract, together with
profit or loss and all amounts due to the Company under the Agreement.

18. WARRANTIES AND LIABILITY

18.1 Neither party may exclude or limit its liability for death or damage
resulting from negligence, in accordance with the legal provision that none of the
parties may restrict or limit their liability.

18.2 The Company warrants that the Products supplied by it to the Customer under the
Contract will be of satisfactory quality and reasonably fit for the purposes given.
made known to the Company in writing at the time of the order by the Client or the Contract.

18.3 Subject to clause 18.2 above;

(i) all warranties, conditions or other terms implied by statute or law are
excluded to the fullest extent permitted by law;

(ii) in no case will the Company be liable to the Client, contractual or
tort or otherwise, for incidental, special,
exemplary, indirect or consequential, including (but not limited to) lost profits,
potential loss or financial loss of any kind arising in any way from, or in
relation to the Contract;

(iii) the liability of the Company will be limited to a period of 14 days from the collection or
delivery of the Products to the Customer;

(iv) if the Company is found guilty as provided in clause 18.2, the liability
of the Company will be limited to the replacement only of the defective part or parts and will not include the
labor costs associated with the replacement of defective parts;

(v) any claim for defective Products will only be valid if the claim is made
in writing, addressed to the Company, within 14 days following the collection or delivery of
the Products to the Customer.

(vi) The Company will not cover damage or wear resulting from an adaptation or adjustment that
be special, abnormal or that derive from an unforeseen use of the Products or from a
failure to comply with the instructions mentioned in clause 19.1.

19. DANGER NOTICE LIABILITY

19.1 The Customer acknowledges that there may be hazards associated with the use, storage or
the handling of the Products sold in accordance with the Contract. The society
provide and provide instructions regarding the use, storage and handling
of the Products, in accordance with applicable law.

19.2 The Client assumes all responsibility for the use, storage and handling
of the Products, as well as for the realization of any warning required for their
employees, independent contractors and subsequent Customer, in relation to the risks
personnel and materials associated with the Products.

20. GENERAL

20.1 The Client may not, without the prior written consent of the Company, assign or
convey the rights and obligations of the Agreement or any part thereof.

20.2 If any clause of these conditions is considered by any court, tribunal or
administrative body with competent jurisdiction, totally or partially illegal, invalid or
inapplicable, to the extent of said illegality, nullity or inapplicability it will be considered severable
of the Contract and the rest of the clauses of these Conditions will continue in full force and effect.

20.3 The Agreement is not intended to confer a benefit to third parties, either by virtue of the
Contract (Rights of Third Parties) or otherwise, and no third party shall have the right to make
comply with any of the clauses of the Contract.

20.4 The delay by either party in demanding compliance with any of the
provisions of the Agreement, shall not be deemed a waiver by that party of the right to make
comply with such provision subsequently.

20.5 In case of conflict between these conditions and the particular terms relating to a
given transaction, the latter will prevail.

21. DISPUTE RESOLUTION

21.1 The law of Spain will apply to the Contract.

21.2 This Agreement is written in English and Spanish, but it will be the English version that
will take precedence over any translation that may be made.