Terms & Conditions

GENERAL SALES CONDITIONS IN FORCE FROM 16 FEBRUARY 2021

V2 – 2021.02.16

All orders and sales will be governed by the terms set out in the contract/purchase order, irrespective of the manner in which it (hereinafter, the “contract”) is entered into by GESTORA CATALANA DE RESIDUOS, S.L.U. (hereinafter, “GCR”) and the purchasing party (hereinafter, the “Buyer”). Any application of the Buyer’s terms and conditions for purchase is expressly excluded. In the absence of any additional written agreements, only the conditions stated below in this instrument will apply.

1. The goods (or product) specified in the order confirmation and/or invoice will be delivered according to the conditions stated therein, in good condition and duly documented. The conditions of the agreed Incoterm (International Chamber of Commerce) will be applicable; in the absence of an agreement on the Incoterm to be used, the Buyer will assume the risk and expense for the goods (or product) upon delivery to the designated point or from the time they are made available to the Buyer. The advance payment of transport or freight charges by GCR or the Buyer, or as specified in other agreements, will not result in any modification of these conditions, unless expressly agreed. GCR will not be liable for any damage, loss or harm resulting from the handling or use of the goods after the agreed delivery or provision (putted at disposal) has been made.

2. To the extent permitted by law, GCR will retain full ownership of products sold that have not been handled or processed until paid for by Buyer in full. Unless otherwise agreed to by GCR, the Buyer may not, on its own behalf and/or with or through a third party, process or handle such products. If applicable law does not permit the retention of ownership but allows the Seller to retain other rights to products, GCR will be entitled to exercise any such rights.

The Buyer authorises GCR to have its right of retention of ownership noted or recorded until payment, either in a public register, elsewhere or on the product itself. The Buyer further agrees to safely store the product to protect it from loss or damage as well as from third party claims until the purchase price has been paid in full. Until this price has been paid, the Buyer will be obliged to inform third parties, in particular government authorities and/or the courts, that the owner is GCR.

The goods sold must be paid for at the location and in the amounts stated on the order confirmation and/or invoice. Payments for partial deliveries must be made at the times the product is delivered or as specified in the order confirmation and/or invoice.

3.  When GCR must pay freight charges, it reserves the right to designate the means of transport, the type of transport and the delivery route. If the Buyer wishes for the means or type transport to be different than that provided by GCR and it is more expensive, the Buyer must pay GCR the entire differential cost.

4. The weight, volume, dimensions and weights stated in the GCR documents will be considered as correct unless proven otherwise.

5. Goods purchased from GCR must always be stored in a sheltered, dry area and, in general, according to GCR’s specifications. The Buyer must examine and carry out the necessary tests and inspections upon receipt of the goods and before they are modified in any way with respect to their original state. The Buyer must also follow GCR’s instructions regarding the handling of and care for the product. The Buyer will be responsible for the observance of legal and administrative regulations concerning the import, transport, storage and use of the goods. The Buyer expressly waives any claim, for whatever reason or cause, if any of the goods have been handled, manufactured, processed or modified in any way, except for the quantities of material normally and usually required for the usual testing of such goods. The responsibility for determining whether the goods are suitable for the uses that the Buyer and/or its customer/s will or wish to make of them lies exclusively with the Buyer, as it has knowledge of the specifications that its final product must meet. GCR will be free of any liability in this respect, and the Buyer expressly agrees that it may not hold GCR liable for the marketability or use of the purchased goods. The responsibility in this respect lies exclusively with the Buyer and/or, if appropriate, its customer(s). The data and information regarding the suitability and applicability of the goods do not exempt the Buyer from carrying out its own checks and tests and do not imply any liability on the part of GCR. The Buyer expressly waives any claims not submitted in writing within 30 days from the date the goods are delivered or made available. In the absence of such notification, deliveries will be deemed as having been accepted by the Buyer.

6.1 GCR does not accept or grant any express or implied warranties not specifically acknowledged herein.

6.2 GCR warrants that, upon delivery, the products sold to the Buyer will (i) comply with GCR’s current specifications for such products; (ii) be manufactured, packaged and labelled in accordance with the regulation in force; (iii) be free from any charges or encumbrance

6.3 GCR makes no warranty in regards to the performance of the products delivered or their merchantability or suitability for a particular purpose. The express warranties stated in these terms and conditions are the only warranties that GCR will provide. The Buyer is responsible for conducting appropriate tests to determine the suitability of the products for the purposes, uses or objectives intended by the Buyer and/or its customers and/or the processing conditions.

6.4 If the products do not comply with the requirements set out in clause 6.2, and provided that the Buyer duly notifies GCR of such non-compliance in accordance with this clause and GCR is found to be correct, GCR must, at its option, replace the non-conforming products with conforming products or refund the price of the non-conforming products. If the Buyer sustains proven direct damage caused solely by such non-conformity and GCR is at fault, GCR will, within the limits stipulated in clauses 6.5 and 6.6, be obliged to compensate the Buyer for such damage, subject to the maximum limit of the amount actually paid by the Buyer for the purchase of the product which does not meet the conditions of clause 6.2.

6.5 Under no circumstances will GCR, its group companies or the auxiliary personnel, employees and/or directors of any of them be liable to the Buyer, its subsidiaries, auxiliary personnel, employees and directors for any indirect, incidental or consequential damages including, but not limited to, loss of profit, opportunity, income, production or use, financial or capital costs, downtime costs, delays and claims of customers of the Buyer, costs of replacement energy, loss of anticipated savings, increased costs, financial damage or claims of customers of the Buyer for such damages, whether as a result of breach of contract, breach of representations and warranties, or otherwise.

6.6 Irrespective of the reason or cause, no claim brought by the Buyer may be greater than, nor will GCR be in any way liable for, an amount in excess of that actually paid by the Buyer for the purchase of the product(s) that do not comply with the provisions of clause 6.2

7. If in the opinion of the Buyer the goods or a portion of them do not meet the agreed conditions, the Buyer must provide a written account of the deficiencies found. Goods may not be returned to GCR without GCR’s prior written permission. GCR will always have the right to examine the goods and to compare and verify them with its own samples.

8. The acquisition of equipment or products subject to patents does not confer on the Buyer any rights, expressed or implied, that are not duly specified.

9. The valid terms of payment are those stated in the order confirmation and/or on the invoice unless a change in these terms has been accepted in writing by GCR. Failure to pay the invoice by its due date constitutes a substantial breach of contractual obligations. If the Buyer falls into arrears, GCR will be entitled to demand payment of 5% interest on arrears. Any failure of the Buyer to comply with this condition or any justified doubt concerning the Buyer’s financial solvency will entitle GCR to cancel future deliveries.

10. Taxes, duties or charges of any kind – whether for production, storage, sale, transport or consumption units that GCR would have paid as a result of the goods specified in the order confirmation and/or in the invoice – must be borne by the Buyer unless an exemption from such payment is duly justified or both parties have agreed to the contrary in writing.

11. No liability will exist for the following: delay or non-delivery of the goods specified in the order confirmation due to any duly justified cause (including but not limited to labour problems, transport problems or strike; difficulties in carrying out the transport in an ordinary manner due to causes beyond GCR’s control; epidemics, natural or other disasters, riots, difficulty or impossibility of obtaining materials, equipment or transport and/or court order) and/or force majeure beyond the control of or that the contracting parties are unable to remedy. Pursuant to this condition, a specific order concerning the goods affected by the delay may be cancelled on the grounds of the aforementioned conditions in the event of a delay of more than 60 days, but all other commitments made will remain in force. If the stock of goods for sale as specified in the order confirmation is limited for the aforementioned reasons, GCR reserves the right to make use of the available stock in the proportions it considers fair and just.

12. The date appearing on the order confirmation and/or invoice is presumed to be the date on which the order was sent by post or e-mail.

13. The obligations that GCR acquires by means of this instrument are limited entirely to the terms and conditions stated herein and, where applicable, in the order confirmation and/or the invoice. Expressly excluded are (i) any industrial or commercial use or custom; (ii) the terms and conditions stated in the Buyer’s order or its own conditions (general or specific), which may not coincide with the conditions specified herein. Any changes or additions to the conditions affecting this instrument will have no effect unless previously accepted in writing by the Buyer and GCR.

14. Only the receipts of bank transfers to GCR or other means specified on the invoice itself will be recognised as evidence of payment of invoices issued by GCR.

15. The Buyer may not use the packaging that displays the brand name of supplied products for any other purpose that does not entail their destruction. The Buyer will be responsible for providing the disposal destination that the laws of its country stipulate for the environmental management of the packaging in which goods are sent.

16. Notifications and other communications sent between the parties will have full legal effect from the time that they are received by the addressees, with the Buyer’s address for the same being that stated on its order. The Buyer must provide an e-mail address, which it undertakes to maintain operational, and which must always be understood to be valid for the purposes of notification, including notification in the event of dispute or litigation.

17. The parties expressly submit to Spanish law, with the express exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.

In the event of a dispute between the parties that they are unable to resolve amicably, they submit to the jurisdiction of the Courts of Barcelona (Spain), expressly waiving their own jurisdiction if it is different.

18. If the Buyer receives the General Conditions of Sale in both Spanish and English, this will only be for the purpose of facilitating their understanding. In the event of a language discrepancy, the English version will always prevail.

V2 – 2021.02.16

GENERAL CONDITIONS OF PURCHASE VALID FROM 04.27.2023

V3 – 2023.04.27

All the orders and purchases made by GESTORA CATALANADE RESIDUOS, S.L.U. (hereinafter,
“GCR”) to you (hereinafter, “Supplier”) will be governed by the terms of these general purchase
conditions, irrespective of their format (hereinafter, “contract”) and, where appropriate, the
purchase order or request (hereinafter, “PO”) agreed by both parties. In the absence of a PO,
only the conditions stated in this contract will be applicable. The applicability of the Supplier’s
general purchase conditions and any other regulations stipulated by the Supplier is expressly
excluded. The Supplier expressly agrees to this contract and its conditions upon submitting a
PO. Any amendment or condition that the Supplier makes to the PO and/or the contract will be
considered invalid unless express approval by a person authorized by GCR is submitted in
writing that specifies “acceptance of the amendment to the General Conditions”. In the event of
any discrepancy between the conditions of this contract and the PO, those stated in this contract
will prevail. Any PO submitted must be processed by GCR in an ordinary manner through its SAP
system. If the PO is issued or prepared by the Supplier, it will only be valid with the express
written approval of GCR.

1. The product or service specified in the PO will be delivered in proper condition according to the terms
stated in the PO. Upon delivery it becomes the property of GCR. If applicable, the Incoterm 2020 rules
(International Chamber of Commerce) agreed in the PO will be in force; in the absence of an agreement
on the Incoterm rules to be applied, the product must be delivered as indicated in point 4, at the risk and
peril of the Supplier. The Supplier must cover all costs and risks, including insurance and shipping, until
the product has been delivered to GCR. GCR will assume no liability for any damage, loss or harm
occurring before the agreed delivery has been completed.

2. GCR may cancel or alter the PO during its execution, providing that it acts in good faith. The Supplier
may not refuse such changes, nor may it alter the PO without the prior written consent of GCR.

3. The conditions (including, where applicable, packaging, assembly, etc.), methods and times of
delivery and/or service provision will be those stated in the PO; they may not be changed without the
written permission of GCR. The PO and its conditions are understood to be accepted by the Supplier,
unless the latter expresses its opposition in writing within two days of the PO’s issue. The Supplier must
provide all technical and formal information to GCR (delivery note, technical specifications, use and
storage guidelines, etc.) before or at the time of delivery of the product or service.

4. The agreed delivery dates and place of execution are binding and cannot be changed unless agreed
in writing by GCR. The place and method of delivery will be as agreed. The place of delivery or service
provision will be, unless otherwise agreed, the GCR facilities specified for delivery and, where
applicable, reception. If a specific address is not given, delivery will be made to c/ Boters s/n, Pol. Ind.
Les Planes, La Bisbal del Penedès, Tarragona 43717, Spain.

5. The Supplier guarantees that its products and services adhere to the commitments agreed with GCR
in the PO, including those relating to technical documentation and specifications. The Supplier also
guarantees that its products and services are up to date and meet the highest quality standards. In case
of successive works or periodic supply: The Supplier must inform GCR with reasonable notice and in
writing of any modification or change in products or services (including the product’s composition). Any
changes that the Supplier makes during its relationship with GCR must be reported to and accepted by
GCR. No changes may be made without prior written permission from GCR.

6. Quality audit: GCR may carry out quality audits of the Supplier’s products, services or plants (in the
latter case, with prior notice and during working hours). The Supplier must provide GCR with the
information it requests, without prejudice to GCR’s confidentiality obligations. If deemed appropriate, the
Supplier agrees that the audit may be carried out by their subcontractors, sub-suppliers or collaborators.
Failure to comply with this obligation may provide GCR with valid grounds for early termination (at no
cost to or compensation required of GCR) of its agreement with the Supplier.
In accordance with its policy of continuous improvement, GCR has an evaluation process for its
suppliers. If your company is a supplier of GCR, we inform you that your service is going to be
evaluated annually through an internal questionnaire that mainly evaluates the quality of the service
and/or the product(s) delivered, as well as the fulfillment of the previously agreed conditions. In the
event that the evaluation is not satisfactory, GCR will notify you of the result of the annual evaluation
and will initiate improvement actions.

7. The goods and services supplied to GCR will become their full property and must be of the agreed
quality, free of defects, rights and/or claims by third parties and/or qualifications of any kind. The
warranty period for the products and services supplied will be 36 months and never less than the legally
established period should it be longer. Any inspection or supervisory work carried out by GCR will not
affect or limit the Supplier’s liability in this regard.

8. GCR may make a reasonable complaint to the Supplier in regards to any deficiency. Without
prejudice to its legal rights, GCR will be entitled and have the option to have any defects or failures
remedied (through repair, replacement, or otherwise) immediately or in the most urgent manner
possible. In such cases, GCR may choose to receive financial compensation and even fully cancel the
order or PO and receive financially compensation for it. The Supplier must cover all costs related to the
identification of defects, including but not limited to those related to travel, repairs, replacements or
compensation.

9. The products and services will be used by GCR in any manner it deems suitable, including but not
limited to own use and/or use by or with third parties and/or integration with own and/or third-party
goods and/or services and/or integration by third parties. By virtue of the PO and when necessary, GCR
is granted a non-exclusive, unlimited and free worldwide licensing right in relation to the products or
services supplied (including associated intellectual or industrial property rights), and it is entitled to
sublicense to its clients under identical conditions. With the exception of this point, and unless otherwise
agreed, the respective intellectual property rights of GCR and the Supplier will not be affected by the
PO.

10. The deadlines and/or schedules for the delivery of products and/or the provision of services will be those stated in the PO. A delay of more than 2 working days (according to the calendar of Barcelona (Spain)) will imply a penalty of 1%/each calendar day of delay of the total agreed price (established or estimated) stated in the PO, which GCR may compensate through payments to the Supplier unless otherwise agreed. The Supplier must proactively and duly inform GCR of any incidents regarding delivery deadlines and/or schedules.

11. The Supplier assumes a duty of care towards GCR and undertakes to report any incidents. In the event that the Supplier has been informed of the intended use or purpose of the products or services supplied, or if the intended use can be considered reasonably obvious to the Supplier, it will be obliged to inform GCR immediately if the Supplier’s goods or services are not suitable for that purpose.

12. The Supplier represents and warrants that it is the full owner of the goods or services supplied, including software or other similar goods, and it is not subject to any limitation, condition, third-party right or restriction of any kind.

13. The Supplier declares that it is in compliance with all applicable regulations – in particular environmental, labour and anti-money laundering regulations – that it does not use child labour and complies with the standards set out in GCR’s Code of Ethics. It assumes these obligations on his own behalf and on behalf of its group or related companies and their suppliers, and will be held liable if this condition is not met. This code can be viewed at: www.gcrgroup.es. The Supplier undertakes to verify its compliance in writing on a regular basis or when so required by GCR; refusal to provide such verification will be interpreted as a serious and deliberate breach by the Supplier.

14. The Supplier and its related companies are not in any situation that would require them to undergo dissolution, pre-insolvency or insolvency proceedings, and they are currently current with all of their obligations.

15. The Supplier must take out at its own expense, pay the premium for and maintain in force at all times during the validity period of the PO or its relationship with GCR (including the warranty period) the appropriate insurance policies with companies of recognised financial solvency for an amount sufficient to cover the risks associated with execution of the PO. Any liability of the Supplier will not be modified or limited by the fact of having taken out insurance.

16. Any failure by the Supplier to comply with the provisions of this instrument, including point 20 thereof and those in the preceding paragraphs, will entitle GCR to cancel the PO (and thus require the Supplier to proceed with the withdrawal, in whole or in part, of the product supplied and/or, in whole or in part, to cease providing the services) and to request full compensation from the Supplier. This compensation must never be less than the payments already made by GCR to the Supplier, as well as the costs, damages and losses suffered by GCR (including, but not limited to, any costs or expenses of removal, transportation or disassembly, customs, reasonable consultancy costs or losses to or from customers), plus an additional 25% of the resulting total figure for these items. All payments from the Supplier will be paid on first demand from GCR.

17. Payments / invoices: GCR must be provided with an invoice that includes the PO number, VAT number,
the type, scope and time of delivery, the price per item, as well as the value added tax and any other taxes, suitably itemized. Payment will be made by bank transfer and under the conditions and within the time limits specified in the PO issued by GCR, without prejudice to GCR’s full right to offset payments to the Supplier with charges to them, all of which the latter agrees to.

18. Confidentiality: The Supplier must sign a confidentiality agreement with GCR. If the Supplier does not enter into a confidentiality agreement, or in any other circumstance, they will assume responsibility for and handle any information provided by GCR in a confidential manner, and they may only and solely use such information provided by GCR for the purpose of delivering supplies and/or services to GCR and not for their own purposes.
This obligation extends to all the Suppliers’ employees, collaborators, related companies or third parties.
GCR’s information may only be shared with employees, collaborators, related companies or third parties who need to know it because they are involved in the PO’s execution. GCR’s information is considered for all purposes to be business secret and must be handled and protected as such, and the Supplier will be held liable for the disclosure of any information by its employees and/or collaborators. The Supplier may not reveal or make any reference to being a supplier of GCR without written authorization from GCR.

19. Neither party will be liable to the other for any delay or failure to perform obligations due to an event which was unforeseeable, unavoidable and beyond the other party’s reasonable control and that prevents it from performing its obligations, in spite of having made every reasonable effort in that regard. Such events include acts of terrorism, acts of war or the threat of war, natural phenomena, fires, explosions, epidemics or actions taken by a government. Strikes (including general strikes) will not be considered as unforeseeable or force majeure events. The affected party must immediately notify the other party of the existence of such a situation and reasonably attempt to remedy or minimize its effects. The suspension of the contractual obligations will be maintained while the unforeseeable or force majeure event persists. If such an event continues for a period of time that makes the PO of no use to GCR, the latter will be entitled to immediately terminate the PO by providing written notice; furthermore, neither party may bring any claim whatsoever against the other relating to the unforeseeable or force majeure event.

20. Other provisions: 20.1. The Supplier must state in its commercial documents the origin (country) of all
products, and it must guarantee that no regulations have been breached that will prevent their transmission and marketing. 20.2. The Supplier must comply with all applicable national and international export and embargo laws and regulations, including those of the United Nations, the European Union or the United States of America. 20.3. The Supplier must inform GCR, in detail and in writing, of all information requirements that it justifiably requests, and it will be held liable should it fail to do so. 20.4. The Supplier must inform GCR of any relevant issues affecting the product or services, and it must comply with obligations arising from the applicable regulations (e.g., environmental, REACH). 20.5. Taxes: they will be applied to and the responsibility of each party according to applicable regulations. 20.6. The Supplier must not subcontract or assign, in whole or in part, any rights, duties or obligations arising from its relationship with GCR. Nor may it assign any credit rights for amounts owed by GCR to the Supplier. GCR may, at its sole discretion, assign or otherwise dispose of any of its rights and obligations to the Supplier and is required to notify the Supplier thereof. If the Supplier contracts or subcontracts the product’s carrier, GCR assumes no obligation or liability whatsoever to that carrier, especially with regard to the payment of its services. 20.7. If any provision herein is held by a competent authority to be invalid or unenforceable in whole or in part, the provision will be interpreted as necessary to remove the invalidity or unenforceability without affecting the validity of the remaining provisions.

20.8. GCR’s waiver of the right to claim against the Supplier for breaches may not be deemed a waiver of the right to claim for any other subsequent breach of the same or of a different nature. If GCR does claim its rights at the time of a breach, this will not affect its right to do so at a later date. 20.9. Notifications. Notifications and other communications sent by one party to the other will take effect from the moment they are received by the addressee, with the notification address being the one stated in the order. The Supplier must provide GCR with an e-mail address which it undertakes to maintain operational and which will always be considered as valid for the purposes of notification, including notifications associated with disputes or litigation.

21. The parties expressly submit to Spanish common law, with the express exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods of (CISG) 11 April 1980. In the event of a dispute between the parties that they are unable to resolve amicably, they submit to the jurisdiction of the Courts of Barcelona (Spain), expressly waiving their own jurisdiction if it is different. This condition is essential and is expressly accepted by all parties.

V3 – 2023.04.27