General terms and conditions of sale

Introduction

• These General Conditions of Sale (hereinafter referred to as ‘GCS’) are an integral part of CMI’s offer of sale, and therefore imply their acceptance by the Parties.
• The parties shall be deemed to have referred to the GCS not only when they expressly do so in the relevant contract, but also when the reference to the GCS is made as part of CMI’s offer, or of the acceptance of the Buyer’s Order.
• Unless expressly accepted in writing by CMI, no other general terms and conditions of sale, if any, intended by the purchaser shall apply, either in whole or in part.

Definitions

• In these GCS, the following terms shall have the following meanings:
  • ‘CMI’: The parent entity CMI Aeronáutica, S.L. (also referred to commercially as CMI Durango), as well as all its international subsidiaries, is considered to be CMI.
  • ‘Buyer’: means any legal entity contracting with CMI or to whom CMI sells its Products and/or Services, including any legal entity acting on its own behalf or on behalf of any third party.
  • ‘Confirmation’: means the document of acceptance in respect of the delivery of Products and/or the provision of Services specifically requested by the Buyer, issued by CMI which binds both Parties contractually.
  • ‘Contract’: means the document which, once signed by the Parties, embodies in writing the agreement of the Parties regarding the supply of the Products and/or the provision of the Services, as well as all its annexes, including any amendments and additions made in writing to such documents.
  • ‘Force majeure’: means any event which could not have been foreseen, or which, if foreseen, was unavoidable and which is not within the control of the party failing to perform its obligations under the Contract on the ground of force majeure, including, but not limited to, one or more of the following events: fires, floods, pandemics, wars, riots, revolts, revolutions, acts of terrorism or other acts against public order or authority, strikes, lockouts, sabotage, explosions or equipment failure, embargo, international restrictions or inability to obtain equipment, fuel, electricity, materials or transportation, other than inability to meet payments due to insufficient funds or any other financial hardship.
  • ‘Offer’: means the quantity of Products and/or Services that CMI is willing to sell and/or provide to the Buyer at the price and on the terms and conditions stipulated by the Parties.
  • ‘Parties’: means jointly CMI and the Buyer, including any legal entity acting for and on behalf of them.
  • ‘Order’: means the document issued by the Buyer for the procurement of the Products and/or Services.
  • ‘Products’: means the products or parts thereof manufactured by CMI and delivered to the Buyer as specified in these GCS and, where applicable, in the Offers and/or Quotations made by CMI.
  • ‘Services’: means the services provided by CMI, in particular the technical support and commissioning services, which constitute the subject matter of the Contract, as specified in these GCS, and, where applicable, in the Order Confirmation made by CMI.

Offer, order and confirmation

• Offers and/or Quotations shall be considered invalid and, consequently, not accepted:
  • If the Buyer has not placed a firm Order within the period expressly stated therein.
  • If the Bids and/or Quotations do not provide for a specific time limit, when the Buyer has not placed a firm Order within sixty (60) days
• In those cases where a written Contract exists, the Order and the Confirmation shall form an inseparable part thereof. If there is any incompatibility or contradiction between the text of the Contract and that of the Confirmation, the only valid document in force for the definition of the Products to be delivered and/or Services to be provided shall be the Confirmation.
• In cases where there is no written Contract, the agreement entered into between the Parties shall consist of the Order and the Confirmation, the content of the latter shall prevail in the event of incompatibility or contradiction with the Order.
• The Buyer must formalise the Official Order in writing, either by ordinary post, by email or by any other means that provides a written record of its content.
• Exceptionally, CMI may accept Orders placed by means other than those indicated in Clause 4 above (for example, acceptance of a telephone Order), although in such cases the only valid and binding document for the Parties shall be the one established in the Confirmation, which must necessarily be made in the terms indicated in Clause 3.7.
• The previously accepted Order does not imply CMI’s obligation to accept a subsequent Order, regardless of whether it is a Product and/or Service identical in quality and quantity to that first accepted.
• CMI shall formalise the Confirmation in writing sent to the Buyer in any of the forms admitted in Clause 3.4 for the acceptance of the Order.

Delivery time and date of dispatch

• The delivery period starts from the date on which the following conditions have been cumulatively fulfilled:
  • The signing of the Contract by both Parties and/or the Order Confirmation by
  • CMI’s receipt by CMI of the advance payment made by the Buyer, on the terms agreed between the Parties.
• CMI shall be deemed to have complied with the delivery time when the Products have been pre-accepted at CMI’s premises or if CMI has communicated in writing to the Buyer – or to the carrier assigned by it – that they are ready for dispatch within the period expressly set out in the Contract, or, failing this, in the Order Confirmation.
• Compliance with the delivery period shall be subject to subsequent agreements between the Parties on technical or commercial aspects that may have been pending at the time of signing the Contract and/or Order Confirmation, or that may arise during its development, such as the lack of pre-acceptance by the Buyer, or the failure to provide the Letter of Credit or Documentary Credits.
• The delivery period shall be that specifically indicated in the corresponding Contract and/or Confirmation, and may be extended in the following cases:
  • In cases of Force Majeure, under the terms defined in the present
  • When the Buyer fails to comply with any of the obligations and/or commitments contemplated in the Contract, including, but not limited to, the supply of: drawings, technical information, import licences, accessories to be incorporated into the Products, and any other commitment or obligation that has been agreed between both Parties.

The extension of the delivery period due to the concurrence of any of the causes contemplated in this clause shall in no case imply that CMI is in default.

• In the event that CMI requires Buyer’s written approval of drawings or installation requirements submitted to Buyer during the period of manufacture of the Products, they shall be returned to CMI with either written approval or objections within five (5) calendar days of their submission to Buyer.
• The date of dispatch of the Products, as stipulated in the Contract and/or Order, shall be deemed to be the date on which the Products are dispatched, irrespective of whether there are accessories to be dispatched separately and/or on different dates.

Product information

• Weights, dimensions, capacities, prices, yields and other particulars given in catalogues, prospectuses, circulars, advertisements, prints and price lists are for illustrative purposes only and shall not be binding unless expressly referred to in the Contract and/or the Confirmation.
• Drawings, designs, technical information or documents, software, relating to the manufacture in whole or in part of the Products, of parts or parts thereof, or to their assembly, submitted to the Buyer before or after the Contract and/or the Confirmation, shall remain the exclusive property of CMI and may not be used for any non-contractual purposes by the Buyer, nor copied, reproduced, transferred or communicated to third parties, without CMI’s written consent.
• At the Buyer’s request and upon completion of the Contract and/or Confirmation, CMI shall provide the Buyer with information and drawings other than those of the manufacture of the Products, but in sufficient detail to enable the Buyer to install, commission, use and maintain the Products.

Conditions of delivery, risk of loss and making available

• Unless no specific commercial term has been agreed, delivery shall be made under FCA conditions (Free Carrier, Incoterms 2020) at the place designated by CMI. Consequently, CMI shall be responsible for the shipment of the Product to the place of destination indicated in the Incoterm, and the transfer of risk to the Buyer shall take place at the time of delivery of the Product to the first carrier.
• Where there is contradiction or uncertainty with respect to the delivery and risk transfer conditions agreed in the Contract and/or Order, or where these have been omitted, the Incoterm which entails the least extension of risks and costs for CMI shall apply.
• Upon pre-acceptance by the Buyer in accordance with the terms set out in Clause 2 of these GCS, CMI shall notify the Buyer in writing of the availability of the loading of the Products, and the Buyer shall notify within seven (7) working days of such notification the identity of the carrier, as well as the conditions of the loading.
• Where shipments or deliveries have been delayed at the Buyer’s request or for reasons attributable to the Buyer, risk shall pass to the Buyer from the date on which CMI has notified the Buyer of the availability of the Products for loading, in which case the risk shall pass to the Buyer:
  • CMI shall be entitled to store the Products at Buyer’s risk and expense, and Buyer shall be liable for the storage costs incurred by CMI from the fifteenth (15th) calendar day of storage.
  • The price of the Products shall be considered as immediately due and payable by CMI.
• The Buyer shall take all necessary steps to protect CMI’s property, including an insurance policy covering the value of the Product, from the time the risks of loss or damage to the Products are transferred on the terms set out in Clause 6.1 to the Buyer, until the date on which the property is transferred to the Buyer by CMI.
• CMI shall in no case be liable for any loss or damage to the Products once the transfer of risks has taken place. The Buyer shall in no case be exempted from the obligation to pay the price of the Product, when the disappearance or damage to the Product is attributable to it.

Transfer of ownership and reservation of title

• CMI reserves the ownership of the Products delivered until the Buyer has paid the price of the Products in full. To the extent that ownership has not been transferred to it, the Buyer shall be obliged to keep the Products in its possession with due diligence, as well as to take any measures necessary for the purpose of insuring them against all possible risks, including an insurance policy covering the value of the Products, which shall be at its own cost and expense.
• CMI shall be entitled to take back the Products from its property even if they have been supplied by the Buyer to a third party, and it shall be the Buyer’s responsibility to make the Products available to CMI for their effective removal by the latter.
• In case of deferred payment, the Products delivered shall remain the property of CMI until full payment of the price, to the extent permitted by the law of the country in which the Products are located.
• The Buyer undertakes to take all necessary steps to establish in the country in which the Products are located a valid reservation of title in the most extensive form permitted, or to establish a similar form of security in favour of CMI, and also undertakes to cooperate with CMI in order to establish the necessary measures for the protection of CMI’s property rights. For its part, CMI is authorised to take, on behalf of the Buyer, all the necessary steps to make the reservation of title in any way enforceable against third parties.
• In the event that CMI finances the operation, the Buyer shall undertake to sign at the time of the provision of the Products the Contract for the Installment Sale of Movable Goods, according to the official model.
• The Buyer may not sell, assign or pledge the Products purchased without first having paid the CMI price in full. Furthermore, the Buyer shall immediately notify by any of the means indicated in Clause 3.4 of these GCS of any legal proceedings or other claims which, at the request of third parties, affect the Products.
• In the event of breach of the Buyer’s obligations under this Clause, CMI shall be entitled to terminate the Contract with immediate effect, retaining by way of penalty any sums already paid, without prejudice to any other damages.
• In any case, the constitution of the retention of title by the Buyer as referred to in Clause 4 does not affect the stipulation of Clause 6 as far as the passing of risk is concerned

Terms of payment

• Prices shall be quoted in EUROS and shall be considered net for the Products and Services. For the purposes of the provisions of this paragraph, a net price is understood to be that which does not include VAT or any other tax, duty, fee, levy, contribution or any other cost of the same nature.
• Payments shall be made against invoice issued by CMI under the following conditions and terms
  • An advance payment equivalent to thirty percent (30%) of the total amount of the Contract and/or Order, to be made within a maximum of seven (7) working days from the date of issue of the corresponding invoice.
  • A payment of the remaining seventy percent (70%) of the total amount of the Contract and/or Order, to be made within seven (7) working days from the date of issue of the corresponding invoice.
• In cases of partial deliveries, CMI shall be entitled to invoice and demand payment for each partial delivery and the Buyer shall be obliged to pay such invoices in accordance with the terms set out in these GCS.
• Claims against CMI which may be made by the Buyer shall not entitle the Buyer either to discontinue or to make deductions from payments under the Contract
• Where the amounts have not been paid by the payment date established by the Parties in the Contract and/or Order, CMI shall be entitled to charge interest for late payment in the amount of the interest rate applied by the European Central Bank to its most recent main refinancing operation carried out before the first day of the calendar half-year in question plus eight percentage points, all without prejudice to CMI’s other rights.
• Where payment is made by Documentary Credit, it shall be governed by the Uniform Customs and Practice for Documentary Credits in force at the International Chamber of Commerce, and shall be subject to CMI’s prior acceptance.
• Failure by the Buyer to meet its payment obligations shall entitle CMI, on the terms set out in Clause 17, to suspend any commitment or obligation under the Contract until the Buyer meets its payment obligation in full and to terminate the Contract, all without prejudice to CMI’s right to claim damages arising from the late performance or non-performance of the Contract.

Amendments to the contract and/or order

• Any modifications and/or amendments to the Contract or the Order requested after Confirmation must be agreed and accepted in writing by both parties.
• In the event that the request for modification and/or amendment is made after the manufacturing process has commenced or has been completed, it can only be honoured by CMI upon its written acceptance if the request is made in the form of an ‘Order Supplement’, which must be formalised through any of the means set out in Clause 3.4 and under the conditions set out in a new Offer.

Warranty

• Scope of the guarantee:
  • This warranty shall extend only to those Products, materials, and components or accessories which have been manufactured by CMI or on which CMI wishes to extend the warranty as reflected in the Contract and/or the Confirmation.
  • CMI guarantees that all the Products covered by the present GCS:
    • They are suitable for trade;
    • They are free of charges and rights of third parties;
    • They are free from defects in design, manufacture or operation, as well as from any defects in materials and parts.
  • CMI also undertakes, subject to the conditions specified below, to replace or repair any component or part which causes the Products to malfunction during the warranty period, the duration of which is as follows:
    • Twelve (12) months or two thousand (2,000) working hours of the Products, whichever is earlier, from the date of final acceptance at Buyer’s factory.
    • In any case, the validity of the warranty period shall not exceed fifteen (15) months from the date of departure of the Products from the facilities of
  • The Buyer shall notify CMI as soon as possible by any of the means mentioned in Clause 3.4 of the incidents which are covered by CMI’s guarantee, without any claims or refunds made outside the time limits indicated in Clause 10.1.3 being admissible.
  • The Purchaser shall notify CMI as soon as possible, by one of the means mentioned in Article 3.4, of the incidents covered by CMI’s guarantee, without claims or reimbursements made outside the time limits indicated in Article 10.1.3 being admissible.
  • The costs covered by the guarantee are as follows:
    • CMI technical staff’s labour, including travel and subsistence expenses, for any assembly or design defect.
    • Replacement or repair of defective components or parts.
    • Shipping costs of the
  • Repairs, modifications, part replacements or technical services performed on the Products during the warranty period shall not constitute an extension and/or renewal of the warranty period. Consequently, the warranty period for components or parts repaired or replaced under warranty ends at the same time as the warranty period for the Products. Any replaced item must be made available to CMI.
  • CMI guarantees, for a minimum period of one (1) year from the date of the final acceptance report, the supply of spare parts, necessary for the use of the Product
• Conditions for maintaining the guarantee in force
  • The Products must be installed by CMI technical personnel or, where applicable, by CMI authorised technical personnel. Installation of the Products by unauthorised personnel will be grounds for cancellation of the warranty.
  • All modification and/or service performed on the Products must be previously authorised by CMI.
  • Only equipment or components accepted by CMI may be used and/or incorporated into the Products.
• Exclusions to the Guarantee:
  • The warranty does not cover damages, flaws, defects, caused by:
    • Parts subject to wear and tear
    • Failures due to non-compliance with the instructions contained in the user and/or maintenance manuals supplied with the Products.
    • Damage and defects caused during transport where this is the responsibility of the Buyer in accordance with the Incoterm specified in these GCS.
    • Damage and defects attributable to unforeseeable circumstances or Force Majeure as defined in these GCS.
    • Failures due to modifications, repairs or alterations to the Products made by personnel outside CMI’s organisation or validated by CMI.
    • Failures caused by external agents such as storms, floods, fire or any other agent external to the Products themselves.
    • Failures caused by improper operation of the Products or due to programming errors.
    • Failures due to the use of unsuitable accessories not accepted by CMI but assembled by the Buyer and used in conjunction with the Products.
    • Foundation defects.
    • Failures caused by vibration in the vicinity of the Products.
    • Failures caused by wide variations in ambient temperature, or by exposure to the sun or any other source of heat or cold affecting the Products.
    • Faults caused by variation in the quality of the power supply (voltage, frequency, …)
    • Accidents or damage to persons or property.
    • Handling and lifting elements.
  • Excluded from the warranty are general maintenance services to the Products, which are the responsibility of the Purchaser, as described in the Maintenance Manual.

Liability, insurance and compensation

• General considerations:
  • CMI’s total liability for any claims arising out of or in connection with the conclusion, performance or breach of the Contract shall be limited to three per cent (3%) of the value of the Contract or Order, without the possibility that the sum of all indemnities, remedies and penalties agreed between the Parties may exceed such limit.
  • In no event shall CMI be liable for any indirect or consequential damages arising out of the supply of the Products and/or the provision of Services, including but not limited to loss of use, production or profits, loss of profits, downtime or downtime costs, failure of parts or equipment other than the Products of the Buyer or third parties, industrial accidents or accidents suffered by third parties, accidents and incidents with the environment.
  • CMI shall also not be liable to the Buyer for any damages incurred or compensation it may be required to pay to third parties for the Products supplied and/or Services provided to the Buyer.
  • The limitations of liability contained in this Clause shall prevail over any other contained in any other contractual document that is contradictory or inconsistent with it, unless such provision further restricts CMI’s liability.
• Insurance and repairs:
  • CMI undertakes to take out and maintain the necessary insurance policies with companies of recognized solvency and up to an amount proportional to the risks and liabilities incumbent upon it under the provisions of common law and its contractual commitments. In particular, CMI has a general and professional liability insurance policy that covers, among other things:
    • Your professional activity in general;
    • Its activity at the Buyer’s premises
    • Damage caused to third parties;
    • Damage caused to goods/items entrusted by the Buyer.
• Penalties:
  • Penalties, as well as their amounts, for breaches of obligations by either Party shall be applicable when expressly agreed in the corresponding Contract, without the sum of the penalties exceeding three percent (3%) of the value of the Contract or Order in any case.
• Liability for defects:
  • CMI shall only be liable for apparent defects or flaws in the Products when the Buyer or the carrier designated by the Buyer for this purpose reports them at the time of delivery or, in the case of packaged Products, within four (4) business days of delivery to the destination. If the claim is not made within the specified period, it will be understood that the Products have been received in perfect condition. For the purposes of this section, apparent defects or flaws are understood to be those relating to a shortage in the number of Product items or a defect in the quality or condition of the Products, which can be detected by visual inspection or a minimum check upon receipt of the Products.
  • CMI shall not be liable for any hidden defects or flaws in the Products claimed by the Buyer once the Products have been accepted in accordance with the terms set forth in Clause 4 of the GTC. If the claim is not made prior to acceptance, the Buyer shall lose all rights and remedies against CMI in this regard. For the purposes of this section, hidden defects or flaws are understood to be those that cannot be easily detected when examining the goods, taking into account the Buyer’s technical expertise, i.e., their status as a trader in a particular sector.

Services provided by CMI and training

• General Terms:
  • CMI guarantees the proper performance of the Services, subject to supply, in accordance with the contractual documents.
  • Unless otherwise stipulated, the consideration for the Services provided by CMI is considered to be included in the final price of the equipment supplied.
  • Unless expressly stated in the Offer, the price does not include travel, accommodation and subsistence expenses for the Buyer’s representatives during the final acceptance tests at CMI’s facilities.
  • Pre-acceptance testing at the CMI factory and final acceptance testing at the Buyer’s premises shall be carried out in accordance with CMI’s standard acceptance protocol, with the assistance of CMI and Buyer personnel, unless the Parties expressly agree to carry out different tests.
  • If the price of the Services to be provided is set separately from that of the equipment to be supplied, each Party undertakes to settle, at its own expense and risk, any taxes incurred in its country in relation to the Services, so as to ensure full payment of the agreed amount.
  • Any changes or additions to these regulatory conditions of the acceptance protocol shall only be applicable with the prior written consent of CMI.
• Pre-acceptance testing at the CMI factory:
  • CMI shall notify the Buyer by any of the means indicated in Clause 3.4 of the effective date for conducting the pre-acceptance tests at CMI’s factory, which shall be set by mutual agreement between the Parties based on their availability.
  • If the pre-acceptance tests are carried out and the results are satisfactory in accordance with the requirements established in CMI’s standard acceptance protocol, the Parties shall sign the acceptance of the protocol and jointly define the dates of shipment of the Products.
  • If the Buyer or a representative appointed by the Buyer fails to attend the pre-acceptance tests within a maximum period of two (2) working days from the date notified by CMI, CMI shall have the right to carry out the tests on its own and to communicate the results thereof to the Buyer. If these results comply with the requirements established in CMI’s standard acceptance protocol, the pre-acceptance shall be considered valid and approved by the Buyer, even if it lacks the Buyer’s signature, thereby authorising the delivery of the Products and/or Services under the terms set out in Clause 6 of these GTC.
• Installation and commissioning at the Buyer’s factory:
  • Before starting installation work, the area where the Products are to be located must be completely defined and free of obstacles.
  • Whenever the installation requires a foundation, it must be fully completed and in good condition for use before installation of the Products begins. The proper preparation and execution of the foundation is the responsibility of the Purchaser.
  • The Buyer shall provide CMI with the lifting systems and/or equipment necessary to position the Products in their final location and to carry out the installation process.
  • CMI shall have the right to be present during the unloading and opening of boxes, with the Buyer being responsible for carrying out these operations.
  • The installation and commissioning of the Products shall be carried out by CMI engineer(s) or authorised representatives of CMI.
  • Unless otherwise stated in the Offer, CMI will guarantee the correct functioning of the product provided that the workshop where it is installed maintains maximum temperature variations of ±5ºC around an indoor temperature of 25ºC.
  • Whenever requested, the Buyer shall provide CMI engineers with use of the telephone and shall supply the necessary machining and working tools. The Buyer shall provide CMI with oils, lubricants and all other products deemed necessary. The Buyer shall also provide safe and appropriate lifting equipment for lifting and handling the heaviest parts of the Products being installed.
  • In addition, the Buyer shall be responsible for the electrical, compressed air and water connections necessary for the operation of the Products. The characteristics of these connections must comply with the specifications and requirements provided by CMI (general layout plan, foundation plans, etc.) and must be available at the start of the Product installation work. The Buyer shall be responsible for any additional costs incurred due to delays in making any of the above requirements available to CMI, or even for the interruption of the installation work.
  • The Buyer shall provide the necessary means and working conditions to ensure the physical safety of CMI personnel during installation work. Furthermore, the Buyer shall allow CMI personnel to begin installation of the Products and perform final acceptance testing of the Products immediately upon arrival of the Products at their final location.
• Final acceptance tests at the Buyer’s factory:
  • General protocol for final acceptance testing at the Buyer’s factory:
    • Once installation and commissioning work has been completed, the Products will be tested in accordance with the final acceptance testing protocol.
    • The Buyer shall be responsible for any additional costs incurred due to delays in the performance of final acceptance tests that are not attributable to CMI.
    • The Buyer shall not be authorised to use the Products or any of their accessories until the final acceptance protocol has been signed by both parties. Thus, if the Buyer uses the Products or their accessories without the written authorisation of CMI, it shall be understood that the Buyer has accepted the Products and all their accessories, regardless of whether or not the acceptance protocol has been signed.
    • Una vez realizadas satisfactoriamente las pruebas de aceptación final, el Comprador y CMI firmarán el protocolo de aceptación final.
    • Once the final acceptance protocol has been signed, the Buyer is authorised to use the Product freely, and the warranty period begins automatically, unless it was already in force pursuant to Clause 10.1.3.

    • In accordance with the provisions of Clause 11.4.2 of these GTC, once the Products have been accepted, CMI shall not be liable for any hidden defects or flaws in the Products, and the Buyer shall lose all rights and claims against CMI in this regard.

• Training courses:

  • In the event that the Contract and/or Order includes CMI’s obligation to provide training on the operation and/or maintenance of the Products, the Buyer shall ensure that all persons required to attend the training course are available on the dates and at the times scheduled for the course.

Designs, plans, technical documentation, and illustrative catalogues

• CMI reserves the right to make changes to the technical specifications of the Products in catalogues, advertising material or any other type of material. This information is considered general technical information and does not generate any type of obligation in any sales contract.
• All plans, designs, technical documentation, software, any information or instructions for the manufacture and/or assembly of components and/or parts, or any document related to CMI Products are the property of
• Notwithstanding the provisions of the preceding paragraph:
  • In the case of Products specifically developed for the Buyer, CMI shall provide the Buyer, upon request, with the plans, designs, technical documentation, software, any information or instructions for the manufacture and/or assembly of components and/or parts, or any documents relating exclusively to those Products specifically developed for the Buyer.
  • In all other cases, CMI may, at its discretion, limit the nature of the information referred to in this section that the Buyer requests.
• In any case, copying or transferring information to third parties without prior written authorisation from CMI is prohibited.
• In the event that CMI requests the Buyer’s written approval of plans and/or installation and/or manufacturing requirements during the manufacturing process of the Products, the Buyer shall have a period of five (5) business days from the date of dispatch of the request by CMI. If no response is received from the Buyer within this period, it shall be understood that the Buyer has given its approval and, consequently, CMI shall not be liable for complying with such plans and/or requirements.

Foundation plans

• The foundation plans, if they form part of CMI’s scope of supply, are the property of CMI, with the Purchaser being responsible for the execution of the foundation and, consequently, for any liability that may arise from its execution.
• CMI shall provide, if included in its scope of supply, drawings with the general specifications of the foundation, the layout of the Products, the specifications of the anchor bolts, the load distributions, etc., in order to facilitate the preparation of the foundation by the civil engineering specialist contracted by the Purchaser.

Dual use and export licences

• Dual use:

  • These GTC are governed by Spanish law (Law 53/2007, of 28 December 2007, on the control of foreign trade in defence and dual-use material; Royal Decree 679/2014, of 1 August, approving the Regulation on the control of foreign trade in defence equipment, other equipment and dual-use products and technologies), and Community legislation (Council Regulation (EC) No. 428/2009 of 5 May 2009, amended by Regulation (EU) No. 1232/2011 of the European Parliament and of the Council of 16 November 2011, and subsequent amendments) and international regulations on dual-use goods, with the Parties declaring their strict compliance with them.

• Obligations and commitments of the Buyer:
  • The Buyer undertakes not to export, re-export or transfer, directly or indirectly, the Products purchased from CMI without first obtaining the necessary authorisations from the relevant Spanish, EU and international authorities.
  • Likewise, the Buyer shall promptly provide CMI with all information relating to the end customer, specific destination and specific use of the Products, the number of the list of dual-use Products requiring authorisation for their (re)export, as well as any export control restrictions that may exist, and must provide, for the purposes set out in this section, the corresponding End-Use Declaration in accordance with the terms set out in Article 30 of Royal Decree 679/2014, of 1 August, which approves the Regulation on the control of foreign trade in defence material, other material and dual-use products and technologies.
  • The Buyer shall indemnify CMI against any liability arising from any claim, proceeding, action, fine, loss, cost, and damages arising from or in connection with any breach of export control laws and regulations by the Buyer, including the inaccuracy of the information provided, and shall indemnify CMI for all damages, losses and expenses incurred as a result of the breach of any of the obligations set forth in this section.

Subcontracting and assignment of contract

• CMI may subcontract all or part of the work committed to in the Contract to third parties, remaining responsible for its proper execution, without the Contract and/or Order containing any clause or mention imposed by the Buyer that prohibits or restricts, to the extent that it renders the performance of the Contract unfeasible for CMI, the total or partial subcontracting, as well as the assignment by CMI of the rights and obligations covered by the Contract and/or Order.

Resolution and suspension

• Either Party may terminate or suspend the Contract by immediate written notice in any of the following circumstances:
  • The termination of the legal personality of either Party.
  • The declaration of bankruptcy or insolvency of either Party.
  • The persistence of a Force Majeure event for more than six (6) months from the date of delivery of the Products or provision of the Service.
  • Mutual agreement between the Parties.

Language of contract

• When the Parties reside in the same State, or, if this is not the case, share the same official language, the language of the contract shall be the official language. Failing that, the language shall be English.

Applicable law and arbitration

• These GTC, as well as any Contract or Order arising from the commercial relationship between the Parties, shall be governed by Spanish law, expressly excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods adopted in Vienna on 11 April 1980.
• Any dispute, controversy, difference, claim or issue that may arise in connection with these GTC or the Contract, including the validity of this Clause, and which cannot be resolved by the Parties by mutual agreement, shall be finally settled before the Arbitration Court of the Chamber of Commerce, Industry, Services and Navigation of Bilbao (Spain), which shall be responsible for administering the arbitration and appointing the arbitrators in accordance with its own Statutes and Rules.
• The arbitration shall take place at the headquarters of the Court of Arbitration of the Chamber of Commerce, Industry, Services and Navigation of Bilbao (Spain), the language shall be Spanish, and the applicable substantive law shall be Spanish common law.

Data protection and confidentiality policy

• CMI guarantees compliance with the provisions of the EU General Data Protection Regulation and the Organic Law on Data Protection in relation to the personal data provided by the Buyer, which will be incorporated into a computerised file for which CMI is responsible, all for the purpose of providing the contracted services, performing administrative tasks and sending information.
• The Buyer may at any time request the rectification and, where appropriate, the cancellation of their data, as well as object to the processing thereof, by notifying CMI in writing.
• All information to which the Parties have access as a result of the Contract (including the terms and conditions thereof) shall be confidential, unless it is public, and shall not be disclosed to third parties or used, directly or indirectly, for purposes other than those provided for in the Contract.
• The transmission of confidential information by either Party to its employees shall only be made when strictly necessary for the supply of the Products and/or Services. In any case, the Party disclosing the information shall ensure that its employees comply with this confidentiality obligation.
• Once the work on the Offer has been completed, all documentation submitted or generated shall be destroyed or returned upon written request by either Party, and no copies may be retained, unless the Parties are required by law to do so. This confidentiality obligation shall remain in force indefinitely between the Parties.

Final provisions

• Any claims against CMI that may be made by the Buyer shall not entitle the Buyer to interrupt or make deductions from the payments stipulated in the Contract and/or Any dispute or conflict, and any related additional invoices, if any, shall be subject to a separate agreement to be negotiated by both Parties.
• The declaration of nullity or inapplicability of any clause of these GTC does not imply the cancellation of the remaining clauses and conditions, which shall continue to be valid for all purposes
• The clause declared null and void or inapplicable shall be deemed replaced by another clause that most closely approximates the economic objective intended by the clause declared null and void or inapplicable.