1.1 Sales by CARROCERÍAS EGA S.L. shall be governed by these General Conditions of Sale (hereinafter "GCS"), except in anything explicitly and specifically regulated in the corresponding contract ("Production Confirmation") or in any other complementary document issued and signed by CARROCERÍAS EGA, S.L. and the Buyer, if any. 
A Buyer shall be understood to be any natural or legal person that enters into a contract with CARROCERÍAS EGA, S.L. in order to acquire any of the products manufactured by the latter, either as the final recipient, or with the purpose of reselling or processing them.
1.2 The orders will always be placed in the following way: 1) CARROCERÍAS EGA, S.L. shall send an offer to the Buyer, which shall be valid for one month from the date it is sent; 2) The Buyer, shall send CARROCERÍA EGA, S.L., the signed offer within this period of validity, together with the suggestions/proposals it deems appropriate. 3) Once the order has been confirmed by CARROCERÍAS EGA, S.L., the latter shall send the Buyer the document called the "Production Confirmation ", which may contain drawings if necessary; 
4) To ensure that the order is finally confirmed, the Buyer will send CARROCERÍAS EGA, S.L. the signed Production Confirmation. 
1.3. The Order Confirmation will be understood to have taken place as soon as CARROCERÍAS EGA, S.L. receives the Production Confirmation document signed by the Buyer. This document cancels and replaces any other agreement or conditions proposed by the customer.
1.4 No cancellation of orders by the Buyer will be admitted unless there is a prior agreement in writing by CARROCERÍAS EGA S.L., in which case it will be understood that the minimum compensation to be received by CARROCERÍAS EGA S.L. will be 30% of the amount of the order.
1.5 The orders will be delivered at the place indicated in the agreement or Production Confirmation, or agreed later by the parties. In the event that Incoterms are used, these shall be those corresponding to the latest version published by the ICC (International Chamber of Commerce). If a specific place of delivery has not been agreed, it will be "EX WORKS" at CARROCERÍAS EGA S.L. premises.
The Buyer shall check that the product conforms to the specifications and conditions of the agreement at the time of Delivery, (Production Confirmation).
1.6 Any possible damage or impairment that could occur to the subject of the order, once it has been delivered by CARROCERÍAS EGA S.L. to the Buyer, will be the sole responsibility of the Buyer unless proven and wilful misconduct, fraud or negligence can be attributed to CARROCERÍAS EGA S.L.
1.7 The dates and periods of shipment or delivery are approximate and will not be binding for CARROCERÍAS EGA S.L. If in spite of having done everything reasonably possible to comply with a date or period of delivery or shipment contemplated in the agreement or Production Confirmation, these are not fulfilled, the above mentioned noncompliance will not be considered a breach of contract by CARROCERÍAS EGA, S. L. entitling the Buyer to terminate the agreement or to claim damages, and CARROCERÍAS EGA S.L. shall be entitled to a reasonable extension of the delivery or shipment date or period.
1.8 If the non-delivery is due to causes attributable to the Buyer, the Buyer shall make the agreed payments as if the Delivery had taken place on the agreed date.
1.9 Without prejudice to their delivery and the transfer of risk to the Buyer, the subject of the orders will remain the property of CARROCERÍAS EGA S.L. until the price has been fully paid, as well as any other amount owed by the buyer for any other item that is due and payable and has not been reimbursed.
1.10 The prices exclude any taxes or expenses related to the sale and its delivery, unless they are expressly included.
1.11 The prices indicated in the documents issued by CARROCERÍAS EGA S.L. before the Production Confirmation are not binding on the latter. The final price will be the one applicable on the date of order acceptance (Production Confirmation), and will only be valid for all the accepted order and in the accepted conditions.
1.12 Unless otherwise specified in the Production Confirmation, payment of orders shall be made by a bank transfer within a maximum period of sixty (60) days following the invoice date, being covered by CESCE (Spanish Export Credit Agency) or any credit agreement that has been arranged.
1.13 CARROCERÍAS EGA S.L. will be able to demand a partial or full advance payment in those cases in which it considers it appropriate for any circumstance, this being duly indicated in the contract.
1.14 In case of deferrals or payments in instalments, any failure to pay any of the instalments, even if it is only one of the stipulated instalments, shall entitle CARROCERÍAS EGA S.L. to choose between declaring the accelerated payment of the entire debt and demand its immediate payment, or to recover the subject of the order, without the need for any legal intervention. Any delay in the payment of any instalment, without prejudice to that set forth above, will lead to the Buyer being obliged, without the need for any notification, to pay late payment interest at the interest rate in force at any time, plus four percentage points. The Buyer shall also be responsible for the return and processing costs. Any complaints that the Buyer may make in relation to the purchased material shall not justify any delay in the payment of instalments.
1.15 CARROCERÍAS EGA S.L. guarantees that the products covered by the order are fit to be sold and are free of third-party charges and fees.
1.16 The contract (Production Confirmation) is subject to the guarantees established by Carrocerías Ega, S.L., which can be found in the document "GARANTIA CARROCERÍAS EGA, S.L.".
1.17 CARROCERÍAS EGA, S.L. shall not be liable for any damages that the Buyer may suffer as a result of the actions and omissions of the Buyer, its employees or representatives in relation to the contract once the Delivery of the order has taken place.
1.18 Any technical advice provided by CARROCERÍAS EGA S.L. verbally, in writing or by means of tests, before and/or during use of the subject of the order is provided in good faith but without the aforementioned guarantees.
1.19 CARROCERÍAS EGA S.L. will be able to suspend performance of the contract, without it implying any contractual breach, for events that cannot be foreseen or that, even if they are foreseen, are unavoidable and prevent or make this performance difficult while these events last.
1.20 CARROCERÍAS EGA S.L. shall notify the Buyer in writing of the suspension of the contract, and if it lasts more than five (5) consecutive weeks, either of the parties may terminate it subject to written notice, without prejudice to the right of CARROCERÍAS EGA S.L. to receive payment for the part of the order manufactured prior to the suspension of the contract, and to be reimbursed for any other expenses accrued in relation to the contract before its termination.
1.21 The Buyer shall not assign, encumber or transfer the contract in any way, neither the rights nor the obligations arising therefrom, without the written consent of CARROCERÍAS EGA S.L.
1.22 In the event that one or several provisions of these GCS or of any other contractual documentation issued by CARROCERÍAS EGA, S.L. are declared null and void or impossible to fulfil, the validity and fulfilment of the remaining provisions will not be affected in any way, nor will they be amended for that reason.
1.23 The rights of CARROCERÍAS EGA, S.L. in relation to the Contract shall not be deemed to be waived by the granting of deferrals or any other type of leniency, nor by the failure to exercise the actions derived therefrom.
1.24 All notices that must or may be given in accordance with the Contract shall be given in writing sent by any means that provides a record of the date, content and receipt by the addressee, addressed to the persons and locations indicated in the Contract or notified by the parties. Communications and other contract documents shall be drafted in the contract language.
1.25 The Courts and Tribunals of Logroño (La Rioja) Spain, shall be competent for the resolution of any question or dispute that may arise between the parties regarding the interpretation or performance of this contract, and shall be subject to Spanish law.
General Conditions of Sale Rev00 26/08/22