DAS PHOTONICS SL

General terms and conditions of purchase of Das Photonics SL (“Das”)

General application

These terms of purchase are applicable to all purchases of DAS goods and services and exclude any others; The general contracting conditions of the supplier that differ from them, shall only be considered accepted when DAS confirms them in writing. The acceptance of supplies or benefits of the supplier (hereinafter: object of the contract) including its payment does not imply any approval of the terms of sale of the Supplier.

Closing and modification of the contract
Orders, contracts and programs, as well as their modifications and extensions, must all be put in writing.
Verbal agreements of all kinds reached after the closing of the contract, especially modifications and supplements after the present conditions of purchase, require the written confirmation of DAS to acquire validity. The terms of purchase of an agreement or order are kept in effect until the renewal of the same.
The requirement of presentation in writing will also be considered fulfilled when sent electronically or by fax.
The budgets of the costs are binding and should not be remunerated unless otherwise expressly agreed.
DAS may terminate the order if the supplier does not accept it within two weeks of receipt. Delivery orders under a wider program or order will be binding if the supplier does not challenge them within 2 working days of receipt.

Supply
Deviations from the contracts and orders issued by Das are only admissible, if Das has given prior written authorization.
The dates and deadlines agreed shall be binding. The date of delivery of the goods determined by DAS is the deadline for the fulfillment of the supply or deadline. If a different Incoterm(international commercial term) from the one of 2010 has not been agreed, the parties agree that the supply will be DDP according to Incoterms of 2010.
If the supplier has taken over the placement or assembly and if nothing else has been agreed, the supplier will bear-with the reservation of different regulations, all the additional costs required such as travel costs, the provision of the tools, as well as the allowances and others.
If the agreed dates are not fulfilled, the penalties referred to in paragraph 10 shall apply. If the supplier foresees difficulties in the manufacture or a previous collection of materials, or if its deviations circumstances may hinder the supply within the period and with the agreed qualities, the supplier shall immediately inform the Department of DAS which made the order.
The unreserved acceptance of a supply or service beyond the agreed time limit shall not imply any waiver of the steps taken to require compensation or redress for damages that are followed by the delay; This rule shall apply until the full payment of the compensation owed to us for the supply or benefit in question is done.
Partial supplies are not permitted in principle unless expressly authorized by DAS.
With respect to quantities, weights and measures, and without prejudice to other tests, the values obtained by the control of receipt of goods shall prevail.
In the case of Software that is part of the object of supply of the product, including its documentation, DAS has the right to use it within the framework of what is legally permissible.
On this Software, including its documentation, DAS also has the right to use it with the agreed delivery characteristics and in the scope necessary for the use of the product in accordance with the contract. DAS is also entitled to make a backup, even without explicitly agreeing to it.

Greater Strength

The existence of greater strength, labor disputes, business interruptions in which there is no guilt, disturbances, administrative measures or regulatory and other unavoidable events, Das is exempt, as long as these circumstances persist, from the obligation to accept deliveries on the agreed date. Also, as long as these circumstances persist for the following two weeks after their completion, DAS shall be entitled to cancel the contract in whole or in part, without bias to its remaining rights, provided that the duration of such circumstances is not irrelevant (no sea irelevante) and its supply requirements are considerably reduced due to the Supply by other suppliers that are necessary due to such circumstances.
The provisions of paragraph 4.1. Above also apply in the case of labor disputes.

Shipping and Invoice Notification

The indications made in the orders and delivery programs issued by DAS will be valid. The invoice must be sent to the address printed in each case, indicating the invoice number and other characteristics; The invoice must not be attached to the shipment. The following information must appear on the invoices: correct designation of the supplied materials with DAS reference number(s), date of delivery, company of destination, number of supplier, and order number.

Pricing and risk transfer.

Unless a special agreement has been adopted, prices shall be deemed to include all expenses until the goods have been deposited at DAS’ facilities or at the agreed delivery point, including the packaging (DDP as per INCOTERMS 2010). The price set will not include the value added tax. The risk of loss and damage of the merchandise shall be borne by the supplier up until the time of receipt by DAS or by the designated person who at the point of delivery agreed upon in the contract

Payment Terms

Unless expressly agreed otherwise, the payment of invoices shall be made within a period of 60 days. Payment will be made after verifying the invoice.

Warranty
The receipt of the goods by DAS shall be made with the reservation of the right to verify, to the extent that, and as soon as it is advisable for the ordinary running of its business activity, that does not present deficiencies, and especially ensure that it is correct and complete, and in accordance with technical specifications requested by DAS. Defects found will be the subject of a claim by DAS starting from the time of its discovery. In this context the supplier relinquishes challenging the claims for defects made by DAS outside the usual deadlines.
The legal provisions in respect of eviction material and hidden defects shall apply, unless otherwise provided for, in the present conditions.
DAS bears the right to choose the form of sanitation. The supplier may refuse the form of sanitation chosen by DAS when it is only possible by assuming disproportionate costs.
Unless otherwise expressly regulated, in the event of a lack of conformity with the contract, DAS shall present the supplier with all the legal options at disposal. Therefore, DAS will have the right to choose the form of sanitation and the supplier is obliged to accept it unless it is impossible or disproportionate.
In cases of urgency and especially when acting in order to alleviate imminent dangers or to avoid excessive damage, DAS is empowered to remove the defects detected at the expense of the   The rights arising from the existence of material defects are prescribed after a period of two years, unless the product supplied has been used, within normal use, for building and causing its deficiency. The limitation period for the rights arising from the existence of material defects commences on the date of receipt of the goods at the facilities indicated by DAS.
In case of eviction, the supplier will exempt DAS from any claims of third parties, unless it is not attributable to the supplier
Claims due to vices expire – except in cases based on bad faith – after 3 years, unless the item provided has been used, within normal use, to construct a building and cause its deficiency. The limitation period shall commence with the delivery of the object of the contract (transfer of risk).
If the supplier fulfils his obligation of sanitation by substituting a delivery, the period of limitation corresponding to the goods delivered in substitute form will begin to run immediately the delivery is made, unless when accepting the realization of the sanitation the supplier has expressly and justifiably stated that he makes the substitute delivery only for reasons of courtesy, to avoid litigation or to maintain the commercial relations of supply

If costs are accrued to DAS as a result of the defective delivery of the object of the contract, especially costs of transport, displacement, manpower, materials of installations and extensions or of carrying out a control of receipt of goods of Larger than usual dimensions, these expenses will be the responsibility of the supplier.

Product liability

In the event that responsibilities are imposed on DAS   in relation to a product, the supplier shall exempt DAS from liability provided that the damage has been caused by a defect in the object supplied. In the case of liability for guilt, the latter shall apply only if the supplier is liable. Provided that the cause of the damage is within the scope of the provider’s responsibilities, it must be proven that it doesn’t fall under their responsibility.

In the cases provided for, in paragraph 9.1, the Supplier shall assume all costs and expenses, including those which bear the possibility of exercising legal action.

Otherwise the legal provisions shall apply.

Prior to a call to review that is wholly or partly a consequence of a deficiency of a contract object delivered by the provider, DAS will inform the provider, give them the opportunity to collaborate and keep in contact with them with an aim of efficient implementation of the relevant measures, unless such information and participation are not possible for special urgency. If the call to review is a consequence of a deficiency of the contract object delivered by the supplier, the costs of the call to review will fall the supplier.

Resolution and withdrawal
In addition to the general causes of the termination of contracts for serious breach of the obligations arising from the contract and, where appropriate, by hidden vices or defects of the object of sale or supply, DAS may desist or settle the contract with Immediate effect if:

There is a threat of a fundamental deterioration of the supplier’s financial relations and as a result there is a risk that the supplier will not comply with their supply obligations concerning DAS;-The object of sale or supply shall be lost in whole or in part before delivery, including by accident or without the fault of the supplier, although in case of partial loss DAS may choose to claim the existing part by paying its price in proportion to the total agreed amount.

If the supplier is committed to the delivery of a certain number of products or to the provision of a given service, DAS will not be obliged to receive a part of it. If DAS accepts partial delivery, it may terminate the contract with the pending party or request the fulfillment of the contract

If the supplier does not deliver the object of purchase or supply or does not provide the services within the stipulated period, DAS may request the fulfillment or revisiting of the contract, with compensation, in both cases, of the damages that have been provoked by the delay.

In the event of a delay not justified in the delivery or in the other obligations subject to terms, or in case of defective fulfillment of the obligations assumed by the supplier, and  if DAS does not make use of its faculty of resolution of contract, whether  total or partial part of the order of order/contract  and its total or partial return of the merchandise, if applicable, a penalty of 10% of the billing will apply to the supplier during the first week of default, increased progressively 10% per week or fraction of a week, in case of Continued non-compliance. This will be applicable in a complementary manner to any penalties applicable for breaches of service level which, where appropriate, the parties would have agreed.

Performing Job tasks

Persons who, in accordance with the contract, perform work on the premises of the DAS workplace, shall observe the labor and Social security provisions and the internal regulations of the company. They shall not be liable for accidents suffered by such persons on the premises of the work station, unless they were caused by intentional or gross negligence of the legal representatives or executive auxiliaries of DAS.

Contribution of materials and property of DAS

The materials, parts, containers and special packaging provided free of charge by DAS will remain their property. All these elements may only be used for their intended purpose. The transformation of these materials and the assembly of these pieces will be made for DAS. In cases where products are manufactured by mixing DAS-owned materials and parts with other property of the supplier, it is expressly agreed that they both acquire a right of coownership proportional to the party corresponding to each of them and in accordance with the value match their respective contributions as far as the final products are concerned. Such final products shall be safeguarded by the supplier for DAS.

Documentation and secrecy
Any kind of commercial or technical information that DAS makes available to the supplier (including features that are released from objects, documents or software delivered, as well as other knowledge or pieces of experience), provided that there is no proof that it is publicly known, must be made  inaccessible to third parties, and in the company of the supplier it can only be made available to persons whose intervention is necessary for the use of the information in order to make the delivery to DAS. They are equally obliged to confidentiality; This information will remain under the exclusive ownership of DAS. This information may not be copied or used industrially, without the prior written authorization by DAS, unless it is used to make the contractual deliveries. When required, all information (possibly including copies or records that have been made) and items on loan must be returned immediately and completely or destroyed. DAS reserves all rights to information (including copyright and the right to apply for industrial property rights, such as patents, utility models, semiconductor protection, etc.). In the event that access to this information has been granted to DAS by third parties, this legal reserve is also valid against those third parties.
Products which have been manufactured in accordance with documents designed by DAS, such as drawings, scale models and the like, by following confidential data from Das or with original Das tools or copies thereof, may neither be used by the supplier for own use nor to be offered or supplied to third parties. All the aforementioned will also apply to orders for printed materials made by DAS.

Export and Customs Control

The supplier is obliged to inform DAS in its commercial documents about possible obligations to request authorizations for the (re) exports of the supplier’s products that are subject to national, European or American Export or customs, as well as the export provisions or customs of the country of origin of the supplier’s products. To achieve this, the supplier will be responsible for providing the following information regarding the affected positions, at least in their offers;

The number of the list of Double-use products in need of authorization for export, outlined in the legal rules of application,
For U.S. merchandise, the ECCN (export Control Classification Number) in accordance with the US Export Administration Regulations (EAR), or any applicable code at any time in the U.S.
The non-preferential origin of their products and their components, including technology and software,
If the products have been transported through the United States, produced or stored in the US or manufactured using American technology,
the statistical number of merchandise (HS code) of its products, and
a contact person of the company of the Provider in charge of responding to possible DAS queries
Certificate of origin or similar of the products and/or components supplied at the request of DAS, the supplier shall, in writing, inform us about all other foreign trade data relating to its products and the components thereof, as well as inform us in writing without delay (before the delivery of the products in question) on all modifications of the above data.

Compliance with legislation and regulation

The supplier is obliged to comply with the applicable legislation and regulation, both in Spain and in other countries, as well as tax regulations, the legal provisions applicable to the treatment of workers, the labor and Social Security law, to the protecting the environment and safety at work, regulating data protection, and taking the necessary measures to reduce the impact of their activities on people and the environment. The supplier undertakes to hand DAS, within the five (5) business days after the signature, any contractual document or purchase order, the certification of proof of payments to the AEAT and to the Spanish Social security.

In the event that a provider violates the law repeatedly despite having received the relevant notice and does not prove to have corrected the violation of the law as far as possible and have taken appropriate measures to avoid a repeat of the same in the future, we reserve the right to terminate existing contracts without prior notice.

The supplier guarantees to DAS that it possesses, being the holder or having obtained from its holders, with freedom of limitation and fully in force, all the rights of property, of industrial and intellectual property, licenses, or any other titles necessary to carry out the supply, marketing and delivery of the products supplied or and services carried out as well as those which, where appropriate, are provided to DAS in the future under the terms of this and which does not infringe legal provision, contract, rights or property of third parties or constitutes unfair competition or are  unlawful in any other way.

The supplier declares not to be aware that, due to this reason, no claim, complaint, complaint or third-party complaint against the supplier or against its transferees, assignors or licensors has been filed or will be filed.

The supplier undertakes the responsibility to compensate DAS for all damages of any nature derived directly or indirectly from the falsehood, inaccuracy, inadequacy or failure to comply with the declarations and guarantees provided by the supplier.

Therefore, if DAS is denounced for infringing the rights of intellectual or industrial property of third parties because of the supplies provided by the supplier, the supplier agrees to take charge of each and every one of the costs that are incurred by the defense Before the courts for the rights of DAS, without prejudice to the compensation for the damages caused by this reason.

Delivery point

Delivery point shall mean the place where the goods must be delivered, or the service delivered (prestation efectuada) in accordance with the order.

General Conditions

If a clause of these conditions and of the other agreements reached is or becomes ineffective, this will not affect the validity of the rest of the conditions. The Contracting Parties are obliged to replace the ineffective clause with a regulation, whose economic result is as close as possible.

Jurisdiction; Applicable legislation

Any divergence arising from the interpretation and execution of these agreements shall be submitted exclusively to the courts of the city of Valencia at the choice of DAS. This contract is subject to Spanish legislation, and also excludes the application of the uniform Laws of The Hague on International trade, the United Nations rules on trade and the other Existing sales conventions.

Conformity of the supplier with these conditions

The delivery of materials by the supplier after receiving the corresponding order in which the present conditions of purchase are included, shall be considered for all purposes proof of conformity and acceptance of the same.

Restricted Use materials

All materials used in the manufacture of parts shall comply with governmental and safety controls on materials of restricted, toxic or hazardous use; As well as the electrical and electromagnetic standards applicable in the country of manufacture and sale, and the applicable legislation in respect of defense, aerospace or any other nature.

Quality assurance clause

All requirements of this Agreement may be subject to official quality assurance (OQA) based on ISO 9100 and PECAL 2110. Any OQA activity to be performed will be notified.

In general, any supplier of DAS Photonics will be subjected to the assessment contained in its Quality management system, summarized in the following document: DAS-05-840B Vendors management