General Sales Conditions

1. GENERAL. These general conditions of sale are strictly applied to all sales of products, as well as services associated therein, carried out by GM VENDING S.A. (hereinafter “GM VENDING”) with Tax Identification Number A-31/538937, domiciled at Polígono Vizcaya, C/A, Nº6, 31119, Torres de Elorz (Navarra), Spain, registered in the Commercial Register of Navarra, Volume 436, Sheet 132, Page NA-9.560. Any order placed with GM VENDING necessarily implies the unreserved acceptance by the Customer of GM VENDING’s General Conditions of Sale in force. These general conditions may be subject to change, the effective date of entry into force of any modification being the first of the following: its publication on the website of GM VENDING, S.A. (www.gmglobalsolutions.com) or its direct communication to the customer, as the case may be.

2. PRODUCTS: Product shall mean all goods and services sold or marketed by GM VENDING. GM VENDING reserves the right to modify the range of products due to changes in the market, as well as the requested products without loss of quality. GM VENDING shall inform the Customer before sending any substituted product. The supply of the product is limited to delivery to the place indicated in the order accepted by GM VENDING. Unless expressly stipulated, the following items are not included:

– Transport, assembly, commissioning, and training.

– Auxiliary support or reinforcement structures.

– Electrical installation, electrical panels or general lines to the machines.

– Civil works in the case of being necessary for the transfer or location of the equipment.

– Lifting equipment necessary for transport and assembly, as well as their corresponding safety elements.

– All those works of conditioning of warehouses, transfer of already installed equipment of its property and/or reconditioning of these.

3. ORDERS. GM VENDING will make offers according to the needs expressed by the Customer. The offer will be valid for 30 calendar days, counting from the date they are made, unless a different period is specified, and will specify the customer’s details, products, prices, delivery terms, payment conditions, etc. for the supply of the requested products. Acceptance of the offer and receipt of the corresponding order by GM VENDING constitutes the formalisation of the purchase contract between GM VENDING and the customer, in the terms established in the accepted offer and, subsidiarily, in these general conditions.

4. PRICE AND PAYMENT CONDITIONS. All the prices contained in the offers by GM VENDING are without VAT, other taxes and duties. The term and method of payment of the price will be agreed with the Customer. In the absence of an express agreement, the following terms of payment shall apply: 100 % cash on confirmation of purchase order. Any delay in payment shall bear, as from the due date, an interest for late payment equivalent to the legal interest rate in force on that date, plus two percentage points, without prejudice to any other rights of GM VENDING. GM VENDING reserves the right to make any acceptance of Customer orders conditional upon the Customer being up to date with its payments. In the hypothetical case that GM VENDING nevertheless accepts the order, it may make it subject to specific payment conditions. Under no circumstances may payments due to GM VENDING be suspended or be subject to any reduction or compensation without the prior written agreement of GM VENDING. The invoice shall be sent by e-mail to the address provided by the Customer in the contract.

5. RETENTION OF TITLE. GM VENDING will retain ownership of the delivered products until the total and complete price has been paid in full, at which time ownership will be transferred to the Customer. Until such time the Customer shall not be entitled to rent, assign or lend the use of the products to third parties, or to pledge or set up other encumbrances on the products. As long as the products remain the property of GM VENDING, the Customer shall store the products in such a way as to ensure that they are in good condition and that they can be identified as the property of GM VENDING at any time. The customer shall immediately notify GM VENDING in writing in the event that the products are subject to seizure proceedings, the customer’s bankruptcy, or in the event that a third party lodges a claim on the ownership of the products. Likewise, immediately upon GM VENDING’s request, the Customer shall inform GM VENDING of the location of the products. In the event of seizure, sealing or retention of the products by court or administrative order, or if the Customer is placed in receivership by court order, the Customer shall immediately notify the appropriate administrative or judicial body as well as the judicial or administrative officer or official executing such an order, of GM VENDING’s property rights. As a necessary measure to protect GM VENDING’s ownership of the goods covered by this contract, the purchaser shall, at GM VENDING’s request, assist GM VENDING in carrying out the necessary formalities for the registration of this contract and the goods owned by GM VENDING in the Register of personal assets or similar applicable registry.

6. DELIVERY – TRANSPORT. Unless otherwise stipulated, the terms of delivery shall be made according to CIP Incoterm for land transport and FOB for sea transport. In all cases the Customer shall be responsible for all services involved in the unloading and installation of the machinery at its destination:

The risk of loss or damage to the goods is transferred to the Customer as soon as GM VENDING has fulfilled its obligation to make the goods available to the Customer. Therefore, if the goods are damaged after the goods have been made available, GM VENDING will not assume no liability whatsoever. Any financial costs that may arise in the project, such as bank guarantees, credits, transfer costs and others, shall be borne by the Customer. GM VENDING shall deliver, in digital format, a User’s manual in Spanish or English.

The Customer must verify upon receipt of the products, (I) the good condition of the delivered products, (II) the number of received products, and (III) that the quantity of products corresponds to the delivery note. In the event of any incident at the time of reception, the Customer must state any reservations, complaints or observations on the carrier’s delivery note and communicate them in writing to GM VENDING within a maximum period of 24 hours. Unless the Customer notifies GM VENDING in writing of any reservations, complaints or observations, accompanied by the justification thereof, by registered mail within 24 hours of delivery of the products, without prejudice to the other stipulations of the present Conditions, GM VENDING shall consider the conformity of the delivery of the products of the order to have been accepted.

7. DELIVERY TIMES. The delivery time of the order shall be agreed with the Customer. The delivery period shall commence upon receipt of the order and prepayment.

8. WARRANTY. The products are subject to the legal guarantees and more specifically to liability for hidden defects. This warranty shall apply in the event that hidden defects in the goods sold render them unfit for the use for which they are intended, or so diminish this use that the Customer would not have purchased them, or would have paid only a minimum price if they had known about them. Irrespective of the legally stipulated warranty, GM VENDING warrants its products for a period of 6 months from the date of invoice of the product. For components manufactured by third parties, GM VENDING grants the warranties of the manufacturers of these components. It also guarantees that they are new and correspond to the quality standards required in the sector.

This warranty covers, at GM VENDING’s choice, the repair of the element involved with respect to the defect found or the replacement of the defective element by another with equivalent functionalities. The Customer shall only be entitled to benefit from this warranty if the Customer notifies GM VENDING in writing by registered letter of the defect found. In the case of apparent or visible defects in the product, this notification must be made within 30 (thirty) calendar days of delivery of the product concerned. The warranty is excluded in the following cases:

– Improper use or mistreatment, theft or any kind of vandalism, use of inadequate current or any other external cause that damages or causes the machine to malfunction.

– Customer negligence in the storage / maintenance of the product.

– Improper handling by personnel outside GM VENDING and/or its authorised technical services.

– Activities related to the normal business operation of the machine, such as: alteration of products, change or replacement of consumables, management of advertising or labels, installation or movement of the machines, cleaning, etc.

– Problems derived from the malfunctioning of the communications system or external servers, in the event that these are available, provided that they are due to the company contracted for this function.

– Updating, modification or introduction of new elements derived from requests from customers or companies or organisations outside GM VENDING.

– The replacement of locks.

– Normal deterioration of the product.

For any type of repair or work to be carried out by GM VENDING (or one of its approved technical services) on the Customer’s premises, the Customer shall authorise and facilitate access to its installations and equipment. Likewise, the Customer warrants that the work can be carried out in accordance with the law on the prevention of occupational hazards.

9. NOTIFICATIONS. Unless expressly stipulated otherwise, the parties agree that all notifications related to offers and orders, including invoicing, shall be made by e-mail.

10. LIABILITY. GM VENDING shall in no case be held liable to the Customer for any damage caused by the Customer or by third parties. GM VENDING’s liability for breach of contract shall be limited to direct damages and shall in no case include consequential damages, loss of profits or loss of business. In any event, GM VENDING’s liability towards the Customer may not (I) be claimed more than 6 months after the occurrence of the event giving rise to it, and (II) exceed the total amount “excluding VAT” paid by the Customer to GM VENDING for the order giving rise to its liability.

(a) Exoneration

GM VENDING will not be held responsible for problems derived from the lack of access or problems inherent to Internet connectivity or electricity networks when these have their origin in causes beyond its control or causes that could not have been foreseen by the Parties or that, even if foreseeable, GM VENDING has made all reasonable efforts to avoid them or that are considered fortuitous causes or force majeure. In such cases, GM VENDING shall do its utmost to correct said faults with the greatest possible diligence. Under no circumstances may the Customer claim any compensation for damages that may arise from a malfunction as a result of the impossibility of installing software updates or for software faults that do not have repercussions on the general operation of the machine.

(b) Limitation

Both parties agree that any indemnity potentially arising from a breach of this Agreement must necessarily be moderated by reference to, among other things, the following criteria: (a) the existence of a reasonable relationship between the existing levels of guarantees and the agreed remuneration; (b) the state of the art at any given time and the uses and customs of the companies operating in the sector; (c) the type and nature of the Services contracted in relation to the risks inherent in the Customers’s business activity; (d) the taking by the Customer of the necessary precautions to eliminate and/or, where appropriate, mitigate the damage caused.

The Customer accepts and agrees, to the extent applicable to the contracted Services, that: (a) the information transmitted or hosted in any form through the contracted Service relating to the machines operated by the Customer, is a responsibility and belongs for all purposes to the Customer.

11. MODIFICATIONS TO THE CONTRACT. TERMINATION. Any modification to the scope of the contract must be accepted in writing by the parties, defining any changes in the delivery term and/or price. GM VENDING may terminate the contract in advance and unilaterally in the following cases: (i) Bankruptcy, insolvency, or suspension of payments of the Customer (ii) Failure by the Customer to pay the price or any of its terms (iii) Cancellation or substantial modification of the order (iv) Impossibility of making the delivery for reasons attributable to the Customert (v) Any other serious breach on the part of the Customer. In any of the cases in which GM VENDING may terminate the contract in accordance with the above, it shall, before carrying out the termination, inform the Customer of the existence of a cause for termination and grant said party a period of ten (10) calendar days to remedy the aforementioned cause. If after this period of time, the cause for termination still exists, the contract shall be terminated.

12. FORCE MAJEURE. GM VENDING’s obligations shall be suspended for the period and to the extent of events beyond the control of GM VENDING and its suppliers. If the duration of such events exceeds 6 continuous months, cancellation of the order may be decided by mutual agreement between GM VENDING and the Customer. Force majeure includes, in particular, the following events: fire, interruption of computer and telecommunications systems, incidents or non-compliance of transport, strike, block out, delays and/or breakdowns in production processes, currency devaluation, interdiction or embargo of imports or exports, and, in general, any event beyond the control and will of GM VENDING which prevents it from fulfilling all or part of its obligations towards the Customer. A situation of force majeure shall not entitle the Customer to receive any compensation and/or indemnity whatsoever.

13. DATA PROTECTION. In accordance with the provisions of Spanish Organic Law 3/2018 on the Protection of Personal Data, GM VENDING, as Data Controller, informs that the personal data that may be provided by the Customer, are collected for the purpose of: carrying out administrative, accounting and tax management, management of commercial relations and economic transactions, marketing and advertising activities. The legal basis for the processing is the execution of a contract. In order to fulfil the intended purpose, your data may be communicated to: Tax Administration, banks, savings banks and rural banks and public administration with competence in the matter.GM VENDING ensures the confidentiality of the data provided by our customers and guarantees that under no circumstances will they be passed on to third party companies. Any person has the right to request access, rectification, suppression, limitation of processing, opposition or the right to portability of their personal data, by writing to us at our office address, or by sending an e-mail to lopd@gmglobalsolutions.com, indicating the right they wish to exercise. You can obtain further information on our website: www.gmglobalsolutions.com.

14. APPLICABLE LAW AND COMPETENT JURISDICTION. The interpretation and execution of the Conditions, as well as all the acts that are a consequence of them, will be subject to Spanish law and to the Courts corresponding to the registered office of GM VENDING.