GENERAL CONDITIONS OF SALE

ARTICLE 1: LEGISLATION

All explicit and implicit orders, for the sale of goods or any operation in general, are tantamount to acceptance by the buyer and seller of these general conditions, which constitute the agreement that shall govern the contractual relations between the parties, unless expressly agreed otherwise. Unless there is a clause in our clients’ conditions of purchase that stipulates otherwise, this order form is final. With respect to anything that is not explicitly stipulated in this agreement, both parties shall submit to the provisions of the Spanish commercial and civil codes, in addition to international agreements signed by Spain and mentioned in the content of this document.

ARTICLE 2: COMMERCIAL CHARACTER

The buyer is interested in acquiring the products listed in this document with a view to reselling them at its own establishment and, to that end, this COMMERCIAL SALE AND PURCHASE AGREEMENT is being executed.

ARTICLE 3: DEADLINE FOR RETURNS

Upon receiving the goods listed, the buyer shall accept them by checking said goods within a maximum period of four days from receipt thereof (as provided for in Article 336 of the Spanish Commercial Code); after this period, the buyer shall not have any right of recourse against the seller for any alleged impairment or defect in terms of the quantity or quality of the goods, thereby releasing the seller from its obligation with respect to warranty of title and right of possession due to hidden defects given the buyer’s capacity as an expert.

ARTICLE 4: DELIVERY TERMS

The delivery date for the goods is provided by way of indication, so occasional delays and delays not attributable to the seller shall not entitle the buyer to cancel orders, reject goods or claim damages. In the event that the delivery period exceeds 30 days with respect to the established deadline, for reasons not attributable to the buyer, the buyer shall have the right to cancel the order within 15 calendar days of the deadline, by express communication to the seller.

ARTICLE 5: CANCELLING ORDERS AND REJECTING GOODS

The buyer may not totally or partially cancel an order once 15 days have elapsed since the order date, given that manufacturing of the order shall begin after that date.

If, despite the foregoing, the seller accepts returned goods for the reasons specified, the buyer shall be obliged to:

• pay all shipping costs.
• pay the seller compensation of 10% of the total value of the order, plus VAT or the taxes in force at that time.

ARTICLE 6: TRANSPORT

Our goods are transported from our warehouse at the recipient’s risk, regardless of the transport method used. In the event of a delay, breakdown, theft, etc., the carrier or buyer shall be solely responsible.

ARTICLE 7: PLACE OF PERFORMANCE OF THE OBLIGATION

To all effects, the place where the goods shall be delivered is the seller’s registered address at Carrer Cadenes, 6, local 3, 08960 Sant Just Desvern, Barcelona, the address where the goods shall be collected by the buyer.

ARTICLE 8: CLAIMS

No claims, for any reason, shall be taken into consideration if they have not been verifiably reported to the seller, at its registered office, within eight days of receipt of the goods. No goods may be returned to the seller without its express consent and shipping instructions.

ARTICLE 9: PAYMENT

Payment shall be made in accordance with the conditions established when the order is placed. In the event of deferred payment, failure to pay one of the scheduled instalments shall give the seller the full right to demand that the buyer make immediate payment of the remaining amounts owed, and the buyer must make said payment within eight days of a verifiable claim for the delayed payment. Any delay in payment with respect to the agreed instalments shall give rise to default interest on the amounts owed. The seller also reserves the right to claim from the buyer any bank charges arising from said failure to pay. If, when there is a delay in payment, there are orders still to be fulfilled, the seller may object to shipping, unless satisfactory guarantees are provided.

Until total payment has been made for the amount resulting from the order to which these conditions of sale refer, the goods delivered to the buyer shall take the form of consigned goods, such that ownership over said goods shall not be transferred until the aforementioned payment has been made.

ARTICLE 10: OWNERSHIP OF MODELS

Unless transferred in writing, all models, brands, logos, merchandising products, marketing, etc. made or supplied by the seller are, in all circumstances, the property of the seller.

ARTICLE 11: SUBMISSION

In the event of a dispute, of any nature, concerning the sale covered by this agreement, the competent court shall be that of the seller’s registered address, since this is the address to which the goods shall be delivered. Both parties submit to the jurisdiction of the Courts and Tribunals of BARCELONA for any claim arising from this agreement, with express waiver of any other jurisdiction that may correspond to them. All this by virtue of the express agreement between the parties, who freely and voluntarily express their will to submit to said jurisdiction, as well as the provisions of Articles 5 and seq. of the Convention on Jurisdiction and the Recognition and Enforcement of Judgements in Civil and Commercial Matters dated 21 December 2007, in force for all EU member countries.

ARTICLE 12: PROHIBITIONS

In the interests of protecting the prestigious “Naguisa” brands, and due to the quality and characteristics of said products and Naguisa’s image, the buyer is expressly prohibited from selling to wholesalers, collectives, discount stores, mail order companies or email marketing companies, or through door-to-door selling, unless agreed beforehand with the manufacturer, since this type of sale can harm the brand’s reputation and prestige.

ARTICLE 13: PROHIBITIONS. Penalty clause.

The buyer is expressly prohibited from selling the products acquired through this agreement outside the country where its stores are located and, in any event, outside the country where it receives the goods purchased under this agreement. In the event of noncompliance with this clause, it is hereby established that the buyer shall pay the seller double the amount corresponding to the sales of the immediately preceding year, as a nonnegotiable penalty clause.