1.1.

      The sales, services, repairs, assemblies, installations and works (hereinafter referred to as “Service”) executed by TURBO CADIZ (hereinafter referred to as “TC”) will be governed by the present General Conditions of Sales, Maintenance and Repairing, except in all those that is expressly resolved of different form in the corresponding offer or in the acceptance of the order and that will constitute the particular conditions of the same one. Hence it would have no value, for all purposes, any other terms that are not expressly accepted by TC.

1.2.

      It is considered that these General Conditions have been communicated to the customer from the moment in which they receive TC’s offer accompanied of these Conditions. Alternatively, they are considered to be communicated, if the client received them before in the course of his commercial relation with TC, being considered in this case accepted by the client to all the effects on having processed his order.

2.1.

      The intellectual and/or industrial property of the offer, in all its terms, and the information attached to it, as well as that of the technical documentation, engineering information, procedures, plans, drawings, software, etc., included in or relating to the performance of the Service, belong to TC, so not only their use by the customer for purposes other than the fulfilment of the order, but also their reproduction in part or in full or the assignment of use to third parties without the TC’s prior written consent are all expressly forbidden.

3.1.

      All offers are understood without commitment.

3.2.

      These conditions will be considered to be also accepted by the client if this one accepts TC’s services or if he carries out services by him.

3.3.

      Conditions foreign to TC will not be an integral part of the contract without TC’s written approval.

4.1.

      The scope of the Services must be clearly specified in the Customer’s order. In order to be considered effective, the Customer’s order has to receive express acceptance on the TC’s part.

4.2.

      The supply includes only the services ordered. Any other service, work or activity not explicitly included in the request of the customer approved by TC and that is necessary, direct or indirectly for the execution of the services, will be at the expend and obligation of the customer. In the paragraph 8 ” Preparatory works. Works, services and not contracted supplies. Permissions and authorizations “, provisions are included in the matter.

4.3.

      The modifications and / or variations of the scope of an order (request) that could propose one of the parties must be notified to the other party, always in writing and, in order that they are valid, they have to be expressly accepted by both parties.
 

4.4.

      The weights, dimensions, capacities, specifications and configurations concerning TC products included in brochures, leaflets and technical literature, are indicative and not binding, except where TC accepts a closed specification of the Customer, which must be part of the order documents.
 
4.5.

      Modifications due to changes in applicable legislation, regulations or rules which take place after the date of presentation of the corresponding offer shall also be considered as modifications / variations. Should said modifications and/or variations signify the imposition of additional or more onerous obligations for TC and TC will have the right to adjust the contractual terms to fully compensate for the consequences of the new and/or modified legislation or regulations.

 
5.1.

      The prices of the services, (staff, use of auxiliary equipment’s, material of transport, consumables, etc.,) are based on both current unitary tariffs and transfer prices. Unitary tariffs and transfer prices are net and they do not include VAT or any tax or rate, which will be charged later in the invoice at the corresponding rates.
 
5.2.

      In case a number of hours for the different activities that compose the services has been estimated, it is indicated that this number of hours is a rough estimate, invoicing the hours indeed executed, which will include travelling and wait hours.
 
5.3.

      The prices indicated in the offer are understood as the conditions of payment specified in the same offer. If these conditions of payment are modified, the prices of the offer will be revised.
 
5.4.

      The prices are calculated on the basis of the costs in the date of the offer. TC reserves the right to revise the prices in case of modifications taking place in wages, transport expenses or in other factors affecting the total costs.
 
5.5.

      Unless there is a stipulated in the order or any agreement between the customer and TC derived from their relationship, supply prices exclude packaging, transportation and insurance charges are considered and warehouse of TC. These prices are valid only for the order of all items specified in the offer.
 
5.6.

      For pre-order deals, the prices quoted are valid for one month and during this period will be considered as fixed in the payment terms specified in the offer, unless the service offered consists of imported equipment contingencies subject to change currency or payment of taxes and duties, in which case the bid price would be adjusted based on these variations.
 
5.7.

      Once the order is accepted by the client, the service prices are considered to be fixed and not subject to revision. Nevertheless, a revision of prices will be applied when/if:
 
5.7.1.

      It has been expressly agreed between the customer and TC.
 
5.7.2.

      Time of execution of the services or the acceptance of the offer has
been  delayed  by  causes  directly  or  indirectly  attributable  to  the
customer.
 

5.7.3.

      The scope of the services has been modified by request of the client.

5.7.4.

      In the event that prices are listed in a currency different from the Euro, the variation of the parity that the currency experiences with respect to the Euro from the date of effective payment, will motivate the corresponding adjustment of the price of the service.

5.7.5.

      The customer has unilaterally suspended the order.

6.1.

      Unless agreed otherwise, the amount of the Services shall be invoiced at the end of the month in proportion to the jobs done. Payments shall be made in accordance with the terms of Law 15/2010, dated July 5 th, modifying Law 3/2004, dated December 29 th, which establishes corrective measures to combat delays in payment in commercial transactions, and, in no case may exceed the maximum time limits specified in said Law. In absence of a specific agreement, the payment period will be thirty (30) days from the date of termination of the period being invoiced.

6.2.

      In the absence of other agreement, the payment period shall be sixty (60) days after the delivery of services.

6.3.

      Payment has to be made according to the agreed terms. The payment has to be made in TC’s bank account or by means of another agreed procedure. Payment will be made with no deduction such as not agreed retentions, discounts, expenses, taxes or rates or any other deduction.

6.4.

      If for reasons beyond TC’s control the executions of the services or its reception were delayed, the conditions and contractual terms of payment will remain the same.

6.5.

      In the event of delay in the payments by the Buyer, he would have to pay the Vendor, without any requirement and as of the payment due date, the late payment penalty interest, which shall be calculated in accordance with the terms of Article 7 of Law 3/2004 dated December 29th. Payment of this interest shall not release the Buyer from the obligation to fulfil the rest of the payments in the agreed conditions.

6.6.

      If the Buyer incurs delays in the agreed payments, TC may discontinue the execution of the agreed Services, either temporarily or finally, at his discretion, without detriment to the customer being required to make the delayed payments and, when appropriate, being asked for additional compensation for the suspension of execution of the Services.

6.7.

      The formulation of a claim by the Buyer does not entitle him to discontinue or make any deduction in the payments pledged.

6.8.

      The equipment and materials will be supplied under request reservation of TC, until the total fulfilment of the payment obligation of the customer, being the customer obliged to cooperate and take all steps necessary or appropriate and those proposed by TC in order to safeguard their ownership of such equipment and materials.

6.9.

      When exceeding the agreed payment deadline, and without prejudice to other legal rights, annual interests will be charged, being these calculated applying an interest rate of Euribor plus 4.5% for the period of delay. The payment for such interests shall not release the client from his obligation to make the rest of the payments in the agreed conditions.

6.10.

      In case the client fails to meet his payment obligations, his economic situation worsens considerably or he suspends his payments, the totality of his remaining debt will be considered to be due, even if there are bills of exchange with later maturity in circulation.

7.1

      The scope of the Services must be clearly specified in the customer’s order. In order to be considered effective, the customer’s order has to receive express acceptance on the TC’s part.

7.2

      The delivery time is for the material placed in the position and conditions stated in the order acceptance. If the delivery position is not specified in same, the supply shall be considered placed at the TC’s works or stores. For the delivery time to be binding on TC, the customer should have complied with the payments schedule, when applicable.

7.3

      The delivery time shall be modified when:

7.3.1

      The customer requires modifications in the order that are accepted by TC and which in the TC’s opinion require an extension of the delivery time.

7.3.2

      The Buyer does not supply the documentation needed for the execution of the Supply on time.

7.3.3

      For the fulfilment of the supply it was essential for the jobs to be executed by the customer or his subcontractors and these were not done in time.

7.3.4

      The customer has not fulfilled any of the contractual obligations of the order, especially one referring to payments.

7.3.5

       On the side of the customer, not completion of preparatory work has not been completed, or obligations, jobs, services and supplies that are not responsibility of TC or not obtained the necessary permits and authorizations.

7.3.6

      Delays occur in the production or provision of all or some of the items of the supply for a reason not directly attributable to TC. For merely informative but not restrictive reasons, the following causes of delay are included: supplier, transport and services strikes, failures in the supplies of third parties, transport system failures, floods, storms, disturbances, strikes, walk-outs by the TC’s or his subcontractors’ personnel, sabotage, accidental shut-downs at the TC’s works due to breakdowns, etc. and any cause that may be considered as an act of God (Force Majeure) in the legislation in effect, as established in Clause 22.

7.3.7

      The Buyer has unilaterally suspended execution of the order.

7.3.8

      In the foregoing cases delays in the delivery time shall not modify the supply payment schedule.

7.4

      In the event of a delay taking place in the delivery of the equipment and materials covered by the order directly attributable to TC, the customer shall apply the penalty agreed previously with TC, said penalty being the sole compensatory action possible on account of delay.

8.1

      The customer must carry out properly, in time and for his own account and risk, the preparatory jobs needed for TC to be able to execute the services in the agreed conditions and times, such as accesses, water supply connection, lighting, electricity, ground clearance, foundations, drain systems, works in general, prior installations, etc. The customer also has to give to TC the necessary documentation (drawings, plans, specifications…) and the appropriate scheduling of the jobs for which he is responsible so that TC may carry out a correct execution of the services contracted without interference.

8.2

      If the customer assumes the commitment to provide auxiliary personnel (bricklayers, labourers, electricians, etc.) required for certain jobs connected to the execution of the services, this personnel should have the necessary qualifications. The customer will be responsible for being up to date in whatsoever legal and labour obligations may be applicable with respect to said personnel under current legislation as well as for complying scrupulously with all the safety and hygiene at work measures. In any case, TC shall assume no responsibility whatsoever for these jobs.

8.3

      The customer must obtain at his own expense and for his own account all the permits and authorisations needed so that the services may be executed by TC in accordance with the regulations applicable.

9.1

      The customer shall adapt as far as possible the working hours of his employees or his contractors to the TC’s working hours, if the latter carried on any industrial activity at the place of execution of the services. However, when it is necessary to avoid interference, advantage should be taken of down times, or in the case of services at plants in the process of construction, a working day should be adopted tailored to the specific circumstances.

9.2

      In any case, the working hours of TC or his contractors’ employees should be in line with current labour legislation and the collective agreements applicable to his sector with regard to length, overtime, breaks and rest periods. If the number of hours worked were shorter than the legally established working day for reasons not attributable to TC, without this circumstance having been taken into consideration in the offer, the legally established working hours would be invoiced.

9.3

      Whatever working hours may be adopted, the customer must provide the most suitable working environment possible for the execution of the services by TC, his employees and his contractors including lighting, heating, safety, security, etc.

9.4

      The Buyer shall provide to TC or his contractors’ employees with such necessary operating facilities as: accesses to washrooms; a place for meals; changing room; store for materials, tools and equipment; security, etc.

10.1

      TC may subcontract part of the jobs included in the execution of the services.
TC, however, shall retain full responsibility for the quality and execution time of the services contracted.

8.1

      The customer shall have sole responsibility for adopting whatsoever measures may be necessary for the protection of safety and health at work, so he shall be responsible for (i) informing of the inherent risks of the work centre where the contracted jobs are carried out, (ii) the measures that may have to be applied when an emergency situation arises; (iii) the coordination between the different contracts and contractors who may, when applicable, be taking part in a given project, (iv) the functions of consultation, participation and training of the workers and, in general, (v) whatsoever other obligations in the field of safety and hygiene at work may stem from the application of the Occupational Risk Prevention Law 31/1995, both in relation to his own workers and to those of his contractors.

8.2

      Furthermore, the regulations for prevention deemed necessary in accordance with the internal regulations of TC must be applied. However, if the customer’s regulations are stricter, then they will be applied.

8.3

      TC is entitled to bring the execution of the services to a standstill in accordance with article 21 of Law 31/1995 if it is considered that the safety of the personnel is not assured, with the benefit of a reasonable extension of the delivery time when any delay occurs and being compensated by the customer for any loss or damage that he may suffer, such as lost working hours, personnel travelling expenses, living allowances, immobilisation of equipment and tools, etc. with regard to the obligations and responsibilities specified in the present clause and those considered in the aforesaid Occupational Risk Prevention Law 31/1995.

12.1

      Unless agreed beforehand with the customer, the packings of the equipment and materials covered by the Supply shall be the subject of an additional charge over and above the selling price and the return of same shall not be acceptable. Under Royal Decree 1055/2022, of December 27, on Packs and Packing Waste, as the end recipient of our packing, it is the responsibility of the Buyer to apply the most suitable environmental treatment of said packing (appraisal, reuse or recycling).

12.2

      Unless agreed beforehand with the customer, the transport, including loading and unloading operations, shall be carried out at the cost and risk of the customer, so TC is alien to any claim in respect of damage or impairment of the supply, all said risks having to be assumed by the customer.

12.3

      If the equipment is ready to be supplied or, alternatively, is pending agreed upon tests, and the customer does not withdraw them or does not reach an agreement with TC for them to be stored on his premises in agreed conditions, all the expenses occasioned by storage, assessed at the TC’s discretion, shall be for the account of the customer, who shall also be answerable for all the risks that the material stored may undergo.

13.1

      Unless the contrary is expressly stated in the TC’s offer or the customer’s order accepted by TC, inspections and tests during production and the final inspection prior to shipment of the supply shall be carried out by the customer. Any additional test required by the customer should be specified in the order, listing the standards applicable and, if appropriate, the place and entity where these tests will be performed. These additional tests should have the TC’s approval and they shall be carried out for the customer’s account.

13.2

      When the supply has been received, the customer shall verify its contents within a period of not more than 15 calendar days from its receipt, so as to check for possible defects and/or faults that might be attributable to TC, in which case informing to TC immediately of the existence of these defects and/or faults.

13.3

      If the supply presents defects and/or faults attributable to TC, the latter shall take the necessary steps to remedy them.

13.4

      Unless acceptance tests in conditions and at dates agreed between TC and the customer have been specified in the order, in the form indicated in point 13.1, once 15 calendar days have passed from the receipt of the supply by the customer without TC having received written notification of possible defects or faults, the supply shall be considered to have been accepted, at which point the guarantee period shall start to be counted.

13.5

      The supply shall be considered for all purposes to have been accepted by the customer, although acceptance tests have been agreed, these are not carried out in the period stipulated for reasons not attributable to TC or if the customer starts to use the supply.

14.1

      TC will carry out the work with specialist available. Defects in work recognized by TC will be removed free of charge, with the exclusion of other claims.

14.2

      To carry out the work required in order to remove defects the customer must:

      a) Grant the necessary time and opportunity.

      b) Assign their own auxiliary workers, tools and equipment, and perform minor works.

14.3

      El customer may only make a complaint to TC if:

      a) The occurrence of a defect has been reported immediately to TC.

      b) If they have not carried out work of retouching without authorization of TC.

14.4

      The rights to the elimination of defects expire six months after the date of the complaint in order.

15.1

      Under no circumstance will TC accept the return of materials without prior agreement on the matter with the customer. A period of 15 calendar days from the time when supply has been received by the customer is set for the latter to inform to TC of his intention to return materials and the justification for this and to arrange the return procedure with the customer, when applicable. In any case, claims should be submitted by the customer to TC in a reliable fashion and in writing.

15.2

      Returns or shipments of material to the TC’s premises, whether for their payment, replacement or repair, should always be made postage or carriage
paid.

15.3.

      In the event of a return due to a mistake in the order or for other reasons not attributable to TC, 15% of the net value of returned material shall be charged as TC’s share in the review and conditioning costs.

15.4

      TC will not accept the return of materials that have been removed from their original packing, used, fitted in other equipment or installations, or which were subject to disassembly operations not done by TC.

15.5

      Neither will TC will accept the return of products designed or made specifically for the order.

16.1.

      The customer may cancel the agreement in writing when to TC has been impossible complemented the contract compliance. In case of partial failure, the right to cancel the agreement would be only when the customer proves the partial supply is not of the customer interest. In case the impossibility is not attributable on TC, it is entitled to be paid for the work done, being excluded at any rate the right to compensation for damages by the customer.

17.1.

      TC may cancel the agreement in whole or in part if the customer fails to fulfil an important obligation, that unforeseen events considerably change the economic importance or the contents of the benefit or significant effects on TC activities, or if they get worse economic conditions from the customer. In case TC wants to use the right of withdrawal, the customer shall inform without delay once recognized the scope of the event.

18.1.

      The liability is limited to intimidation alters If malice or gross negligence on the part of its organs or managers. Where it has been broken a primary obligation of the contract, TC will respond in the event that any mediated malice or gross negligence on the part of its servants or agents in the line of duty, TC also respond without restriction in accordance with the provisions of law. Regardless respond TC provided and to the same extent that insurance against the risk of liability for compensation TC companies.

18.2.

      In the absence of expressly promised properties, TC responsibility shall be limited to the damages occurred in the object of the provision. TC liable for damage occurring outside the subject of delivery itself only when the damage is due to any lack of an object property provided expressly promised by TC and that promise had any customer designed to protect against damage occurred precisely. Properties are understood to include only those expressly promised explicitly defined as such in the text of the contract.

18.3.

      The responsibility for negligence under the first paragraph paragraphs 1 and 2 of this clause, is also limited to the damages occurred in the object of the provision. Rights other than those stipulated in these conditions or in the text of the contract are excluded. This applies especially in relation to other claims for damages, whether contractual or allegedly legal.

18.4.

      Upon work on ships, TC not responsible for the ship and cargo, and especially not for surveillance, security, the trailer, the pull or the off-hire.

18.5.

      The parts replaced in TC facilities stored up to one month after the completion of the repair work, if the client wants to use them. Once this period those parts will be considered junk and withdrawals of our facilities.

18.6.

      If a material is deposited in our facilities awaiting repair, the customer is not entitled to claim the same after 6 months without having accepted the budget.

19.1.

      Unless expressly stated otherwise, included in the offer or acceptance of order, TC guarantees have run Services regarding defects and errors of execution for a period of six months, counted from the date of receipt of the services, be it explicit (overcoming TC agreed upon final inspection and delivery of written customer acceptance of the Services), or implicit (15 calendar days after completion of the Services without customer written submission to TC indicating some disagreement).

19.2.

      The guarantee is expressed in 19.1 repairing the errors and defects that have been recognized as such in the services performed. Repairs were made in the workshops of TC or place originally executed in the services, at the option of TC. Repairs will be deemed to be made in the workshops of TC, being at the customer’s dismantling, packaging, cargo, transport, customs, duties, etc., caused by a referral from defective material to TC workshops and subsequent

delivery to the customer. However, it may be agreed with the customer performing repairs on the place where the services were originally implemented at the discretion of TC.

19.3.

      Repairs to specific elements or systems do not change the end date of the guarantee period of the whole of the service performed, which is indicated in paragraph 19.1. However, the specific systems repaired item or have six months guarantee from the date of completion of the repair.

19.4.

      When the assurance provided in paragraph 19.1 is a substitution, which in turn must be immediate urgency, the customer agrees to make the return of the defective part or item no later than seven days from the date of delivery the new part or element. Billing shall be sent to the piece in the case of not returning the replaced.

19.5.

      Guarantee excludes damage effects due to wear from normal use of the equipment. Also excluded from the guarantee, which is also considered expired, damage and losses caused by: preservation or maintenance, attempted rectification or modification of equipment or systems, faulty or negligent handling, repairs and / or operations performed by personnel outside the organization of TC, abuse, use of liquids and gases unsuitable and inadequate flow or pressure, variations in power quality (voltage, frequency, disturbances) and, in general, any cause that is not attributable to TC.

19.6.

      In any case, the validity and effectiveness of this warranty is conditioned upon the commissioning of the equipment or systems repaired by TC, are put in place with the assistance of its staff, or in case of failure, no action is taken to mitigate the damage.

19.7.

      In no event TC will cover repairs made by anyone other than its staff.

19.8.

      Any guarantee request must include the following information:

      – Type of the part and / or component.

      – No. code of the part.

      – No. of part series.

      – Type of module is installed where the piece.

      – No. of module code where the piece is installed.

      – No. of module series where the piece is installed.

      – Date of commissioning.

      – Description of fault.

19.9.

      Notwithstanding the preceding paragraphs of this clause, TC will not be liable, in any case, the defects in the equipment and materials referring to the supply or service for a period exceeding two years from the start of the period specified in paragraph 19.1.

20.1

      In any case TC is responsible for indirect and / or consequential damages that may survive as a result of the implementation of the services, indicating an illustrative, but not limited to: loss of production, loss of earnings, cost of capital, cost of stops, breakdowns or loss on the computers on which you execute the Services or other equipment, damages or actions in equipment, systems and buildings of the customer or third parties, accidents, nuclear damage, accidents and incidents to the Environment…

20.2

      The responsibility of TC, its agents, employees, subcontractors and suppliers for claims arising from the performance or breach of its contractual obligations, shall not exceed a set of contractual base price and will not include in any case damages resulting from lost profits, loss of revenue , production or use, costs of capital, downtime costs, delays and claims of buyer’s customers, cost of replacement power, loss of anticipated savings, increased operating costs or damages any special, indirect or consequential damages or losses of any kind .

20.3

       When necessary, for the purpose of repairing contracted transport parts to / from the workshops of TC, the customer can choose because transportation is carried out by companies themselves or by means of TC. When the option is for companies outside TC, if necessary additional insurance to own these companies by the value of the goods transported, shall be borne by the customer and the hiring of the same, being also the customer the consequences of lack of declaration of value or procurement of such insurance. If the option was by own means of TC, will be borne by the customer and the relevant contracting insurance covering transport incidents according to the value of the goods transported.

20.4

      The limitation of liability contained in this clause shall prevail over any other document contained in any contract that is contradictory or inconsistent therewith, unless such provision restricts further the responsibility of TC.

21.1

      The Customer acknowledges that the products supplied by TC may be subject to provisions and local or international regulations to control export and that no authorization to export or re-export of the competent authorities, can not be sold or rented or transferring supplies nor use them for any purpose other than what was agreed. The customer is responsible for complying with such provisions and regulations. Products supplied may not be used directly or indirectly in connection with the design, production, use or stockpiling of chemical, biological or nuclear weapons or for transportation systems of the same. Supplies can not be used for military or nuclear without the prior written consent of TC.

22.1.

      In the case that TC is impeded, either totally or partially, from complying with his contractual obligations due to Force Majeure, compliance with the affected obligations will be suspended, with no responsibility of TC, for as long as is reasonably necessary in accordance with the circumstances.

22.2.

      Force Majeure will be understood as any cause or circumstance outside of the reasonable control of TC, including but not limited to, strikes by suppliers, transportation and services, failure in third party deliveries, failure in transportation systems, natural catastrophes, floods, storms, uprisings, strikes, labour conflicts, work stoppages by TC or it’s subcontractors’ personnel, sabotage, acts, omissions or intervention by the government or any of its agencies, accidental stoppages in the TC’s factory due to breakdowns, etc. and all the force majeure causes contemplated in the current legislation which affect the Vendor’s activities either directly or indirectly.

22.3.

      When there is a cause of Force Majeure, TC will notify to the customer as soon as possible, explaining the cause of Force Majeure and the estimated duration. TC will notify to the customer on the termination of the cause of Force Majeure specifying the period of time necessary to comply with the obligations suspended due to said Force Majeure. The occurrence of a cause of Force Majeure will give to TC the right to a reasonable extension in the date of delivery.

22.4.

      Should the cause of Force Majeure last for a period longer than three (3) months, the parties shall negotiate to reach a fair and adequate solution to the circumstances, taking into account the TC’s difficulties. If no reasonable agreement is reached within thirty (30) days, TC may cancel the order, with no responsibility on his part, by written notice to the customer.

23.1

      The Parties shall treat as confidential all documents, data, materials and information from one to the other and not disclose to any third party or use them for any other purpose than implementation and development of the order, unless previously recorded by written consent of the other Party. This is not an obstacle to TC provide the name of the customer and supply basic data as part of their business references.

23.2

      TC informs the Client that they have the right to access, rectify and delete the data, as well as other rights contained in European Regulation 2016/679, relating to the processing of data of natural persons (GDPR) and in Spanish Law 3/2018 of data protection and guarantee of digital rights, writing to the person responsible for the treatment. The rest of the information on the processing of personal data can be consulted in more detail on the TC website (www.turbocadiz.com).

24.1

      Either Party may terminate the order immediately by virtue of written notice to the other Party, if the other Party fails substantially to comply with the terms of the order. In order to constitute substantial non-compliance, the Party accused of said non-compliance must have been notified in writing previously and failed to comply within a thirty (30) day period of said notification. The following will also be cause for termination of the order:

      – The dissolution or liquidation of either Party, except for the case of mergers realized within the Group of Companies each one pertains to.

      – The cessation of activity of either of the parties.

      – The persistence of a situation of Force Majeure / suspension for more than three (3) months from the date of reception by one of the parties of the first written notification sent by the affected Party as referred to in Clause 22.

      – Any other cause for termination expressly detailed in other Clauses in the present Conditions.

24.2

      In the event of termination for reasons attributable to TC, the customer will:

      – Pay to TC the amount corresponding to the value of the services already rendered in accordance with the prices established in the order.

      – Have the right to compensation for damages suffered as a result of breach of TC, with the limits in clause 20 of these Conditions.

      – Have the right but not the obligation:

      To purchase equipment and materials not yet delivered, paying the amount once they are delivered, and
      To subrogate in TC’s position in TC’s contracts with its suppliers and / or subcontractors.

24.3

      In the event of termination for reasons attributable to the customer, TC will have the right to perceive:

      – The amount corresponding to the value of the services already executed in accordance with the prices established in the order,

      – The amount corresponding to the value of the services pending execution and/or the equipment and materials pending delivery that TC is obligated to receive from his subcontractors and suppliers, once they have been rendered or delivered to the customer,

      – The amount corresponding to the cancellation of the orders issued by TC to his suppliers and subcontractors, when said cancellation is possible, and

      – Indemnization for other damages suffered as a consequence of the customer’s breach of contract.

24.4

      In the case of termination due to a Force Majeure event, TC will have the right to perceive:

      – The amount corresponding to the value of the services already rendered in accordance with the prices established in the order,

      – The amount corresponding to the value of the services pending execution and/or the equipment and materials pending delivery that TC is obliged to receive from his subcontractors and suppliers, once they have been rendered or delivered to the customer, and

      – The amount corresponding to the cancellation of the orders issued by the customer to his suppliers and/or subcontractors, when said cancellation is possible.

25.1

      The issues and discrepancies that may arise between the parties in any case attempt to resolve amicably. To the extreme assumption regarding an issue that is impossible to reach an agreement, shall be submitted to an arbitration decision of equity, under the rules of the Spanish Law 60/2003 of December 23 Arbitration, the parties committing now to enforce the award that falls.

26.1

      These Terms shall be governed by and construed in accordance with Spanish law. The parties expressly waive any other jurisdiction that may correspond and are subject to the jurisdiction of the Courts of Spain.