General Terms and Conditions of Sale

By ordering or purchasing Products, as defined below, from the company Basstech Engineering Group S.L., doing business as HUBMASTER® Storage and Handling Solutions, recorded in the Commercial Register of Barcelona, Spain, under number 45313-108-B-483859-1, having its registered office at Rambla Catalunya 98, 08008 Barcelona, Spain (hereinafter «HUBMASTER»), Purchasers shall be deemed to acknowledge their unconditional, full and entire acceptance of the following general terms and conditions of sale (hereinafter «GTC»).
The GTC is subject to change without prior notice and can be downloaded at any time from the corporate website www.hubmaster-system.com

1. Definitions

In the GTC, the following terms and expressions, both in the singular and in the plural, shall have the following meaning: «Purchaser» means any customer of HUBMASTER to whom Products are offered for sale, sold or invoiced pursuant to the GTC.
«Product» means any product and service, regardless of its nature, and all documents associated therewith that are submitted, provided or sold to the Purchaser by HUBMASTER. «Intellectual Property Right» means any right relating to patents, trademarks, designs and models, copyrights, trade names, know-how or more generally any other intellectual property right belonging to or licensed by HUBMASTER, whether registered or not, on the Products.
«Confidential Information» means all information exchanged between HUBMASTER and the Purchaser, whether in writing, electronically or orally, including the Services, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

2. Products

The prices, descriptions and all other information related to the Products stated in the catalogues, leaflets and price lists are provided for information purposes only and cannot be considered as binding conditions of the order. HUBMASTER reserves the right to amend the specifications, design, shape, dimensions or materials of its products as illustrated and described in its catalogues and leaflets, without the need to amend the order or its delivery terms, when the modifications are considered as of superior quality.

3. Technical Conformity

HUBMASTER is responsible to provide the CE Declaration of Conformity of the Products.
Unless otherwise agreed in writing with HUBMASTER, the Purchaser shall be responsible for the suitability of the ordered Products for compliance with the applicable Fire Regulations, for compliance to specific local Laws and regulations, building codes and all the necessary permits for the execution of the order.
Key Performance Indicators (KPIs) and relevant technical specifications of the Products, such as throughput speeds and accessibility time to stored goods, shall be clearly declared in the order. The KPIs shall be used to determine the expected performance of the Product and be used for the final evaluation at the Final Acceptance Tests (FAT). KPIs which have not been declared at the time of order and agreed in writing with HUBMASTER shall not be used for the evaluation of the technical conformity of the Products during the FAT.

4. Order

HUBMASTER’s offers and estimates are generally valid for one (1) month from the date of issue, unless otherwise stated, and the Products are limited to the materials and services specifically designated in the estimates. Any order in connection with the offers and estimates must therefore be sent within this validity period and HUBMASTER reserves the right to modify the prices and specifications if the order is placed after this time.
An order shall be considered as final only once HUBMASTER has confirmed the Purchaser’s order in writing, once the payment for order acceptance is received in full and once the technical specifications and drawings are confirmed by the Purchaser in writing. An order that has been accepted by HUBMASTER can no longer be modified in any of its terms, however modifications requested by the Purchased may be accepted subject to additional costs and delivery timeframes. Such modification requires an amendment order and its acceptance in writing by HUBMASTER.
If an additional Product order is placed, under no circumstances shall the terms and conditions of an additional order prejudice those of the main order.
Specific Terms and Conditions and the Conditions of Installation attached to a HUBMASTER offer, which is subject of an order, apply and are incorporated by reference to this GTC.

5. Delivery Timeframe

Deliveries of Product shall be made according to the agreed project plan or the delivery timeframe declared in the offer, depending on availability and manufacturing capacity at the time of order placement. Such project plan and delivery times will be confirmed and agreed upon at order placement time.
HUBMASTER is authorized to make partial or whole deliveries.
In any event, HUBMASTER will not be able to comply with its announced delivery times in the following cases:

- If the Purchaser has not complied with the terms of payment, or;

- If the Purchaser has not complied with the acceptance terms by signing the detailed technical specifications and associated drawings, or;

- In case of force majeure. Force majeure shall be deemed to exist in case of any event outside HUBMASTER’s control that impedes its normal functioning at the stage of the manufacture, dispatch or installation of the Products;

- In case of an event such as a lock-out, partial or total strikes hindering the smooth functioning of HUBMASTER or one of its suppliers, sub-contractors or shipping agents, disruption of transport, of energy supplies, raw materials or spare parts, epidemic, war, requisition, fire, bad weather, natural disasters, equipment accidents, delays in transportation or any other cases generating a total or partial work stoppage, or;

- In case that the information to be provided by the Purchaser does not reach HUBMASTER in due time, particularly in case of changes or new specifications regarding the Products, or;

- In case that information provided by the Purchaser is not accurate, unclear or deficient, particularly in case of dimensional inaccuracies of the area of installation or the materials and their accessories to be handled and stored, or;

- In case of necessary repairs or fixes as results of unforeseen interferences or accidents during the supply, delivery or installation of the Products, whatever their reason or nature, origin or cause, or whenever other contractors are involved, or;

- In case of finding not suitable floors preventing the normal installation of the Products, unless these have previously been declared by the Purchaser and acknowledged by HUBMASTER in the offer, for reasons such as localized surface damage, insufficient slab resistance, slopes larger than the minimum requirements and any other obstructions in the way of the Product, or;

- In case of adverse weather conditions preventing the progression of the order.
Delays in delivery for these causes shall not create any liability for HUBMASTER. In any case, Delays of any type and cause shall not authorise the Purchaser to cancel the order, refuse receipt of the Products or claim damages, interest payments or penalties of any nature whatsoever.

6. Transport

Unless expressly otherwise agreed between HUBMASTER and the Purchaser in writing, the Products shall travel and be delivered at DPU Destination (Delivery at Place Unloaded, Incoterms 2020), when freight is included in the offer estimate. The Purchaser shall be responsible for the unloading of the Products, for checking deliveries upon receipt, for stating any reservations it may have and for asserting complaints. The purchaser is responsible for import clearance and any applicable local taxes or import duties. Any additional transportation costs caused by the Purchaser (in case of a mistake in the delivery address or not being able to accept deliveries in the agreed timeframes) shall be automatically be passed on to the Purchaser.

a) Claims: Notwithstanding the legal obligations, in order to be considered, any claim concerning the nature, type, characteristics, delivery slip or visible quality of the Products must be notified to HUBMASTER no later than eight (8) calendar days after receipt of the delivery.

b) Packaging: Packaging shall always be disposed of by the Purchaser and shall not be taken back by HUBMASTER.

c) Time of delivery: Time of delivery schedules are given as an indication only. The purchaser waives any compensation for actual differing schedules, which shall not result in any compensation, retention or cancellation of orders in progress.

d) Staging: Risk transfers from HUBMASTER to Purchaser when the goods have been unloaded. The Purchaser is responsible for the safe and dry storage of the materials for the duration of the installation of the Products. The storage of the materials in outdoors, or exposed to weather conditions, shall require special packaging and must be agreed in writing well in advance and ahead of any deliveries with HUBMASTER. Extra costs of special outdoor grade packaging shall be borne by Purchaser and be added to the invoice.

7. Installation

If the Installation is postponed for causes outside of HUBMASTER for more than three months, the installation price shall be subject to review, depending on the conditions on the first day of work and the cost thereof.
The Conditions of Installation attached to the HUBMASTER quotation apply and are incorporated by reference.

8. Returns and Cancellation of Orders

The Purchaser must, before placing any order for a Product, ensure that the Product or Service meets his needs. In general, returns of a delivered Product are not acceptable. In case of a return, this must be agreed in writing by HUBMASTER and the Purchaser shall be invoiced for a re-warehousing fee. In case of deterioration of the returned Product, the Purchaser shall also be invoiced for refurbishing costs. Any request for the return of Products manufactured especially or at the Purchaser’s request shall be refused.
The cancellation of an orders is not accepted, and the Purchaser is liable for the payment of the full order value.

9. Technical Support

Access to technical support is granted if a specific preventive maintenance agreement provided by HUBMASTER has been ordered.
Technical support is provided by HUBMASTER and/or its subcontractors and is available to Purchasers, subject to a separate repair and preventive maintenance service agreement. HUBMASTER cannot guarantee a specific response time unless a preventive maintenance and repairs service agreement with guaranteed response times has been ordered by the Purchaser.
The Purchaser shall provide at its own cost a broadband internet connection for remote access to the Products installed, unless otherwise agreed in writing, regardless of whether technical support or preventive maintenance support has been ordered by the Purchaser from HUBMASTER.

10. Spare Parts

BMASTER shall ensure that original spare parts for the Products, or equivalent suitable replacement parts for those which are discontinued or superseded by alternative or superior specifications, are available for a period of ten (10) years.
HUBMASTER maintains a spare part program for next day delivery of components, for those Customised, not commercially available spare parts or components available with extended lead times, which excludes all structural components and those components which do not contain moving parts or of an electrical nature. The spare part program is available when preventive maintenance services are ordered by the Purchaser from HUBMASTER. Next-Day Currier costs are not included and will be billed separately.
Parts are issued when required with full standard warranty for as long as the original component manufacturer continues manufacturing them.

11. Terms of Payment

The schedule of payments is set as per the schedule of payments in the Product offer or purchase order agreement. In case of non-compliance with a deadline corresponding to the agreed time limits for payment, late payment penalties at a rate of four (4) times the legal interest rate shall be payable on the sums due, starting from the day after the payment date agreed in the invoice.
When a Purchaser places an order, payment shall be made immediately upon receipt of the invoice for order acceptance.
HUBMASTER reserves the right to withhold any further shipment, progression of installation, warranty interventions or supply of services conditional upon prior payment. In the event of non-payment, HUBMASTER reserves the right to rescind or annul the corresponding order. In such an event, the Purchaser shall immediately return the Products in question, without prejudice to any other damages HUBMASTER may claim.
In case of late payment, HUBMASTER shall, in addition, be automatically entitled to an allowance for collection costs, including legal fees, without any prior formalities or notification. HUBMASTER shall automatically deduct from all discounts, rebates or reductions, the amount of late payment interest incurred by the Purchaser.
If an order is contested or performed only partially, payment shall remain due for the part of the order that is not contested or partially performed. Payment shall be deemed to have been made on the date on which the Purchaser places the funds at the disposal of HUBMASTER or any party having taken over the latter’s rights and obligations.
HUBMASTER may, where it deems fit, modify payment periods, demand the payment of a deposit or a guarantee in the case of Purchasers who have previously failed to settle invoices, whose credit ratings have deteriorated, or whose guarantees have been reduced.
In case of postponing the delivery of an order as per the Purchaser’s request, the terms of payment shall be unaffected and must be carried out on the scheduled dates. Delivery of materials at the Purchaser site, which cannot be received by the Purchaser for whatever reason, will be deemed as delivered for payment purposes.

12. Retention of Title

HUBMASTER shall retain the title to the sold and/or delivered Products until actual payment of their full price including the principal amount and all incidentals. Failure to make any payments that are due may lead to the Products being reclaimed or its operation stopped.
However, the transfer of risks shall be borne by the Purchaser starting from delivery of the Products, when the goods have been unloaded.

13. Intellectual Property

At no point in time shall the Intellectual Property Rights on the Products be transferred to the Purchaser. The Purchaser shall benefit only from a non-exclusive right to use the Products. HUBMASTER does not provide and shall not be required to provide detailed construction drawings or software codes.
The Purchaser may not reproduce or manufacture the Products and/or disclose or reproduce drafts, studies or documents of any kind coming from HUBMASTER, whether linked to the Products or not, without the prior written authorisation of HUBMASTER. Upon first request of HUBMASTER, the Purchaser must return to the latter, without delay, the drafts, studies and documents belonging to it.

14. Warranties

a) Warranty: The Products are covered by warranty as per a separate warranty declaration pertaining to the Products sold, valid upon condition that they were stored, installed and serviced according to the rules of best professional practice, applicable standards and the specifications set forth in HUBMASTER’s maintenance and operation manuals. The warranty period shall begin to run as from the date of substantial installation completion of the Products, regardless of any delays due to the late acceptance of the Products for whatsoever reason.
No warranty shall be granted for incidents arising from unforeseeable circumstances or events of force majeure, or for replacements or repairs resulting from normal wear and tear to the material, deteriorations or accidents resulting from malicious or negligent acts, faulty installation, surveillance or maintenance, or use that is abnormal or does not comply with HUBMASTER’s instructions. No warranty shall be granted in case of corrective repairs performed by non-authorised service teams and without the conformity of HUBMASTER in writing.

b) Extension of warranty: An optional extension of warranty may be put in place for certain Products; this is added to the General Terms and Conditions and must be the subject of a written agreement between HUBMASTER and the Purchaser.

c) Obligations of the Purchaser: In order to avail itself of these provisions, the Purchaser must:

- Inform HUBMASTER, without delay and in writing, of the defects that it ascribes to the Product and provide any documents that prove the reality thereof;

- Enable HUBMASTER to confirm these defects and remedy them;

- In addition, refrain, except with the prior written consent of HUBMASTER, from carrying out the repair itself or having it repaired by a third party.

d) Assertion of claims under the warranty: In all cases where claims under it are asserted, the warranty shall be limited to the provision of a replacement product and shall exclude all other costs, charges or indemnities. Products or parts replaced free of charge shall be taken back by HUBMASTER and shall return to the latter’s exclusive ownership.

e) Repairs: Unless expressly otherwise agreed, repair operations shall not give rise to any warranties other than for the proper performance of said operations.

f) Response times: HUBMASTER cannot guarantee a specific response time for warranty repairs unless a corrective maintenance service agreement with guaranteed response times has been ordered by the Purchaser.

15. Liability

a) Liability for direct material damage: HUBMASTER shall not be liable for any direct material damage caused to the Purchaser that results from faults attributable to HUBMASTER in the performance of the sale, installation, commissioning and operation of the Products. HUBMASTER’s liability shall be strictly limited to the provision of Products that comply with the types and quantities specified by the Purchaser in its order and by HUBMASTER in its offers and estimates.

b) Liability for indirect and consequential damage and/or financial losses: Under no circumstances shall HUBMASTER be required to provide compensation for financial losses and/or indirect or consequential damage, such as in particular operating losses, lost profits or commercial prejudice.

c) General provisions: Except in case of gross negligence of HUBMASTER and compensation for personal injury, HUBMASTER’s liability shall be limited, for all causes, to an amount which does not exceed the sums collected by HUBMASTER on the date of the claim concerning the provision of the Product that caused the damage in question.
The Purchaser warrants that its insurers or any third parties in a contractual relationship with it shall not bring any claims against HUBMASTER or its insurers over and above the limits, or for the exclusions, provided for above.

16. Confidential Information

HUBMASTER and the Purchaser acknowledge that in their course of dealings, both parties may acquire confidential and proprietary information of the other party, knowledge of its business activities and operations, its employees, trade secrets or any other information which by its sense or nature should reasonably be considered confidential.
The Confidential Information shall only be disclosed to employees, agents or consultants with a need to know and who are under a written obligation to keep the information confidential.
HUBMASTER and the Purchaser shall not disclose the Confidential Information to any third parties unless required by Law.

17. Publicity

master reserves the right to use images of the product at the purchaser’s location during installation, commissioning and running, for adve purposes in marketing materials, for as long as these do not contravene the confidential information as per the gtc.
Hubmaster may only include the purchaser in its customer list and describe in general terms the order in internal publications, success stories, references, presentations to customers, proposals and other market material provided. Any announcement or disclosure to the media in relation to the provisions of the order shall not contravene the confidential information as per the gtc.

18. Applicable Law – Disputes

he gtc shall be governed by spanish law. If no amicable agreement can be reached, it is expressly agreed that any legal dispute relating to the gtc shall be subject to the exclusive jurisdiction of the barcelona court of justice.

19. Prevalence

The gtc shall be the only applicable general terms and conditions and shall replace all other general conditions of the purchaser, particularly all conditions of purchase, unless hubmaster has expressly agreed to an exemption previously and in writing. In the event of a conflict between the provisions of the gtc and an agreement or any other document entered between hubmaster and the purchaser in writing, the provisions of the latter shall prevail.
In the event that hubmaster does not, at any given moment, avail itself of one of the provisions of the gtc, this may not be construed as a waiver of the right to avail itself of any of the provisions of the gtc at a later date.

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