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GENERAL SALES TERMS

HIGHPRO NETWORK SL (ESB62548045)

These General Sales Terms describe the standard conditions under which HIGHPRO NETWORK SL conducts business with corporate customers.

1. Applicability
1.1. These General Sales Terms (“GST”) govern the sale and supply of goods by HIGHPRO NETWORK SL (the “Seller”) to business customers (the “Buyer”).
1.2. These terms reflect the standard commercial practice applied in the ongoing business relationship, unless expressly agreed otherwise in writing.
1.3. Any purchasing or business conditions of the Buyer shall not be binding unless expressly accepted in writing by the Seller..

2. Pricing and Payment
2.1. Prices are quoted net, excluding taxes, duties, freight, insurance, and other additional costs, unless otherwise agreed.
2.2. Payments shall be made within the payment period agreed and stated on the invoice.
2.3. In case of delayed or non-payment, the Seller reserves the right to suspend further deliveries.

3. Delivery and Risk
3.1. Delivery of goods shall be made according to the agreed Incoterm in the order or contract: either EXW (Ex Works, Spain) or CIF (Cost, Insurance and Freight, Harbour of Destination).
3.2. Risk of loss, damage, or deterioration of the goods shall pass to the Buyer according to the selected Incoterm.
3.3. The agreed Incoterm determines the point at which risk passes to the Buyer, while ownership of unpaid goods remains subject to the proportional retention of title clause (see Clause 4).

4. Ownership of Goods (Proportional Retention of Title)
4.1. Ownership of goods supplied by the Seller shall be transferred to the Buyer proportionally to the payments received. Title to any unpaid portion shall remain with HIGHPRO NETWORK SL until full payment of the corresponding invoice amount has been made.
4.2. The Buyer is entitled to use, process, or dispose of goods only to the extent corresponding to the portion of the goods that has been paid for. Full ownership of the goods shall only be transferred once the total purchase price for such goods has been paid in full.
4.3. Any goods or identifiable portions thereof for which payment has not been completed remain subject to the Seller’s ownership rights. In the event of partial or non-payment, the Seller shall be entitled to assert ownership over unpaid goods or portions thereof.
4.4. The Buyer acknowledges the Seller’s ownership rights over unpaid goods or unpaid portions and shall cooperate, if reasonably requested, to allow the Seller to exercise such rights.

5. Buyer Responsibilities
5.1. The Buyer shall immediately notify the Seller if third parties assert rights over the goods.
5.2. Any costs incurred to protect or recover the goods shall be borne by the Buyer.

6. Limitation of Liability
6.1. The Seller shall only be liable for intent and gross negligence, unless mandatory statutory provisions provide otherwise.

7. Governing Law
7.1. These General Sales Terms shall be governed by the laws applicable to the sale and supply of goods under international commercial practice, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

8. Final Provisions
8.1. If any provision of these Terms is held invalid, the remaining provisions shall remain in full force and effect.
8.2. These Terms document the Seller’s customary commercial conditions and do not replace individually negotiated agreements.

Seller

HIGHPRO NETWORK SL

CALLE ORENSE 27, 28020 MADRID, SPAIN, ESB62548045

LEGAL ADVICE GENERAL SALES TERMS HIGHPRO NETWORK S.L. | TODOS LOS DERECHOS RESERVADOS