General Terms and Conditions of BusinessmicroLIQUID S.L.
9 Calle Goiru
Arrasate-Mondragon,
Guipuzoa, Spain 20500

General Terms and Conditions of Business
MicroLIQUID S.L

1.

General

1.1
1.2

1.3

1.4
1.5

These General Terms and Conditions of Business (“GTC”) apply to all sales of goods, deliveries and other services(collectively also referred to as “Deliveries”), of microLIQUID S.L. (“TE”) vis-à-vis the “client (the Client”). TE
and the Client shall be jointly referred to as the “Parties”.
The purchase of the Deliveries by the Client shall be governed by these GTC and the specific conditions agreed toin writing (e-mail, fax or equivalent) by the Parties from time to time in the relevant purchase orders, agreements,
secondary agreements, amendments and additions thereto so long as these are agreed to in writing and inaccordance with the provisions set forth in these GTC (the “Specific Conditions”). In the event of a conflict
between these GTC and the Specific Conditions, the latter shall prevail. The Specific Conditions and these GTC
shall be jointly referred to as the “Contractual Documents”.
In accordance with Act 7/1998, of April 13, governing General Contractual Conditions, these GTC are considered
an integral part of the contractual relationship between TE and the Client in the Specific Conditions agreed to
between the Parties for all purposes, and will thus be incorporated therein, once they have been signed by TE andthe Client in two counterparts, one of which shall be kept by the Client as evidence that it has read them in full prior
to the signature thereof, and of its express approval.
The Client’s general terms and conditions, where these exist, are expressly excluded by application of these GTC
and will therefore not be binding on TE even if the order to the latter is based upon them or if the Client refers tothem on forms or in other documents.
TE reserves itself the right to amend these GTC in which case it shall provide the Client with the updated GTC inforce from time to time with [thirty (30) day calendar days’] notice prior to the updated GTC coming into force for
the Client.

2.

Offers, Documentation
2.1
Offers of TE are always made without obligation and are valid for not more than sixty (60) days from the date of
the offer made by TE unless specifically stated otherwise in the offer.
2.2
No particulars given in TE’s catalogues, price lists and further documentation are binding, but are provided “as is”
only. Amendments to the specifications, product designs and other changes are reserved. They may influencedelivery dates and prices.
2.3
Drawings, documentation, samples and other materials remain the property of TE. No licenses are granted in any
intellectual property rights of TE and its affiliated companies as set forth in clause 12 below. Intellectual property
rights must be respected. In particular, the duplication or disclosure of supporting materials, documents or samples,
especially of materials which are protected by copyright, is prohibited without the consent of TE. On request, allsuch documents and samples must be returned to TE.

3.

Prices4.

3.1

Prices are quoted in the offered currency with packaging, exclusive of VAT, and save where otherwise agreed inwriting or in the Specific Conditions, CPT (Incoterm 2020). The place of delivery is determined in the provided offer,
unless otherwise provided in the Specific Conditions.

3.2

Prices are generally adjusted once each year.
All agreed prices and payment terms remain valid for not more than twelve (12) months from the date of the TE
offer. If costs incurred by TE, in particular raw material costs, undergo significant changes, TE is entitled to request
an appropriate change of the agreed product prices. If the Client declines such price changes or if negotiations
between the parties on such price changes do not result in a new agreed price within one (1) month of the notice
to take part in such negotiations, TE is entitled to give unilateral written notice of termination of the agreement withimmediate effect and without any liability. The foregoing is without prejudice to individual orders confirmed by TE
but not yet fully processed at the time notice is given. The parties are at liberty to extend the one-month negotiation
period for price changes by mutual agreement in writing.

Delivery Lead-Times, Part-Delivery, Force Majeure
4.1
If the delivery lead-time is indicated as a period (and not as a specific date) it begins upon the date of the written
order confirmation based on the unchanged offer.
Every delivery lead-time shall be suitably extended if required information or documents are not received in due
4.2
time by TE, if these are subsequently amended by the Client with the consent of TE or if a down payment is received
late.
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General Terms and Conditions of BusinessmicroLIQUID S.L.
9 Calle Goiru
Arrasate-Mondragon,
Guipuzoa, Spain 20500

4.3
4.4

4.5

If failure to comply with the delivery lead-time is not caused by the sole fault of TE, the Client shall not derive fromthat fact a right to withdraw from the agreement or to waive delivery or seek compensation. For the rest, thelimitation of liability stated in clause 11 shall apply.
In the event of force majeure or other exceptional events for which TE is not responsible, TE may restrict or suspend
the delivery for the duration of such obstacle or withdraw from the agreement. For these purposes, force majeure
shall have the meaning set forth in article 1,105 of the Spanish Civil Code (“Force Majeure”). For illustration
purposes Force Majeure shall include but not be limited to, war, unrest, rebellion, acts of sabotage and similar
events, strikes or other industrial conflicts, newly enacted laws and regulations, delay caused by actions oromissions on the part of a government/authorities, fire, explosion or other unavoidable events, flood, storm,
earthquake or other exceptional natural events, matters or things beyond TE’s reasonable control. The referred
events are only for illustration purposes and will not exclude any other events that could be considered as Force
Majeure according to the definitions given by the Spanish Civil Code and case law. Under no circumstances shallTE be held liable for claims related to non-performance, improper performance or belated performance ofcontractual obligations in case of a force majeure event.
Part-deliveries are permitted. In the case of long-term supply contracts each part-delivery shall be regarded as aseparate transaction. The impossibility of making a part-delivery or delay in effecting a part- delivery does not entitle
the Client to withdraw from the whole agreement or to claim compensation.

5.

Dispatch, Acceptance of the Deliveries by the Client
5.1
If acceptance is either delayed or rendered impossible for reasons for which TE is not responsible, TE is entitled tostore the Deliveries for the account and at the risk of the Client on its own premises or with third parties. The
relevant obligations of TE shall then be deemed to have been performed as if delivered in accordance to theContractual Documents.
5.2
If the customer does not announce his requirements in good time, the goods or, unless expressly agreed to inwriting in Specific Conditions, the Deliveries will be packaged for transport by road. The standard TE packaging
consists of cartons which are not suitable for stacking.

6.

Documents, Payment, Offsetting, Interest on Late Payment
6.1
If the Deliveries are picked up by a carrier or another third party or if the Deliveries are picked up by the Client at
the TE location or if TE delivers the Deliveries to a cross-dock, the Client is obliged to make available to TE copiesof the transportation documents as well as, in case the Deliveries are exported from the EU, copies of the customs
documents within one (1) month as from when the Deliveries have been picked-up or from when the Deliveries
have arrived at the cross-dock respectively. If within the above time frame the Client has not provided the required
documents, TE reserves the right to charge possible VAT as well as, other expenses resulting from this.
6.2
At any point in time during the contractual relationship, the Client is obliged to ensure that TE is notified of thecorrect and valid VAT identification number of the part of the enterprise (main company/branch office) under which
the Deliveries or services are ordered from TE.
6.3
All invoices are payable net within thirty (30) days after the invoice date unless otherwise agreed to between theParties in writing or in Specific Conditions. In any event, the payment term applicable to the Client shall comply withthe legal period valid from time to time.
6.4
Offsetting of counter-claims of all kinds is excluded, save where such counter-claim is not contested or is finallyawarded.
6.5
Where several claims of the same nature are outstanding, TE will provide to the Client, if applicable, a receipt of
the payment. By means of this receipt TE will determine which particular claims will be settled by the Client’s
payments.
6.6
The withholding or reduction of payments because of complaints is permitted only with the express consent of TE.

7.

Late Performance by the Client, Insolvency
7.1
Payments made by bills will not be accepted.
7.2
If the customer is in cessation of payments or if legal composition, bankruptcy or similar proceedings are applied
for or imposed with respect to his assets and if other circumstances which threaten to result in the customer’s
insolvency become known, all payment obligations existing in relation to TE, including those arising from othercontracts, shall fall due for immediate settlement.
7.3
In the event of late payment by the Client, TE, without prejudice to its other statutory and contractual rights, may
decline in whole or in part to make further deliveries under this or any other contract or make them dependent uponan advance payment or provision of surety.

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General Terms and Conditions of BusinessmicroLIQUID S.L.
9 Calle Goiru
Arrasate-Mondragon,
Guipuzoa, Spain 20500

8.

Retention of Title
The Deliveries which have been sold remain the property of TE until full payment of the sale price has been
received. If the Client fails to fully meet his payment obligation, he thereby acknowledges the right of TE to require
immediate return of the Deliveries concerned and to arrange for the refund of any installment payment alreadyreceived.

9.

Warranty
9.1
The warranty period is six (6) months calculated from the date of transfer of risk according to clause 3.1.
9.2
TE makes no express or implied warranty extending beyond the TE product specifications or agreed productspecifications. In no case does the warranty of TE extend to merchantability or fitness for a particular or any otherpurpose than that described in the Specific Conditions, if any.
9.3
TE must be notified of any defects in the Deliveries without delay in writing. Obvious defects must be reported
within five (5) working days of handover. Hidden defects must be reported immediately but no later than within five(5) working days of the time when they were detected or could have been detected. If this is not done, the Client
shall forfeit all claims arising out of the warranty.
9.4
In the event of defective performance, TE shall, at its option, either provide a replacement free of charge or effectrepairs or grant an appropriate price reduction. If the substitute delivery or repair is likewise defective, the Client
may request an appropriate price reduction. Further claims of the Client, in particular for termination of thecontractual relationship are specifically excluded. The limitation of liability pursuant to clause 12 likewise applies.

9.5

Complaints regarding part-deliveries do not entitle the Client to decline performance of the whole contract by TE.

10.

Services
These GTC shall also apply to services related to the Deliveries rendered by TE to the Client (the “Services”). The
provisions set forth in these GTC for Deliveries will apply to the extent possible, in addition to the following specificgeneral conditions:
10.1
Access to Plants and Facilities
The Client hereby allows unrestricted access to its facilities to all duly-accredited personnel designated by TE fromtime to time and to provide such personnel with all human and material resources reasonably necessary to carryout the Services as ordered by the Client in the Specific Conditions. Such visits will be of a reasonable number toachieve the objective sought.
10.2
Coordination in relation to Prevention of Occupational Risks. Health and Safety at WorkIn case that TE employees are in the installations of the Client for the rendering of the Services, the Client shallkeep the workplace, as far as it is concerned, tidy and clean, guaranteeing perfect safety conditions at all times.
The Client shall inform TE of the specific risks of the activity in which its personnel engages, as indicated in Royal
Decree 171/2004, which implements article 24 of the Prevention of Occupational Risks Law. Such information mustbe sufficient and must be provided by the Client before the commencement of the activity.
TE shall also inform the client of the risks arising from the work which may be carried out by its workers at the work
center of the client.

11.

Liability
11.1
To the extent permissible by law, liability of TE shall be limited in every case – even in the event of liability basedon the infringement of intellectual property rights – to compensation for direct damages (i.e. re-installation or productexchange costs, sorting costs, direct labor costs or direct recall costs where recalls are mandatory under theapplicable law). Any other liability including but not limited to loss of profit, loss of revenues, loss of data, loss ofuse, indirect or consequential damages and punitive damages is hereby excluded to the extent permissible by law.
TE is only liable for damages to the extent that it has caused such damages at least by negligence.
11.2
To the extent permissible by law, in no event shall TE be liable for more than the value of the individual delivery
concerned.

12.

Intellectual Property Rights
12.1
TE or its affiliated companies are and remain the owners of all intellectual property rights (the “Intellectual Property
Rights”). The contractual relationship established herein may not be construed in any way as a transfer ofownership of such intellectual property rights.
The Client acknowledges that TE does not make any representation or warranty as to the validity and effects of the
12.2Intellectual Property Rights and shall not therefore be liable to the Client for any issue in connection with theirvalidity and/or effects.

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General Terms and Conditions of BusinessmicroLIQUID S.L.
9 Calle Goiru
Arrasate-Mondragon,
Guipuzoa, Spain 20500

12.3
12.4

12.5

12.6

The Client shall not carry out any act that may hinder or devaluate the Intellectual Property Rights nor shall it
infringe them in any way.
Should the Client become aware of any infringement by a third party of any of the rights inherent in the ownershipof the referred intellectual property rights, it must notify TE immediately so that TE may take the appropriate
defensive measures. The Client must collaborate to the extent required of it by TE for the adequate defense of therights inherent in such intellectual property rights.
In the case of orders whose performance includes the rendering of Services, TE is the sole proprietor of thedevelopment results including, but not limited to, all concepts, drawings, samples, ideas, software, documentation
and all other material, together with all intellectual property rights relating thereto or filed thereon.
Rights of use or licenses for the Client in the developing result or in intellectual property rights are not granted
either implicitly or explicitly.
The Client must indemnify TE for any damage and loss occasioned to it by any breach of the provisions establishedherein.

13.

Trademarks
13.1
Trademark rights of TE or of companies affiliated to it are not transferred with the Deliveries. TE holds exclusive
title to the trademark rights related to the same.
13.2
The Client cannot use the referred trademark rights without the previous written consent of TE. In such case, theClient shall use the trademark rights solely for the purpose and with the scope established in the GTC, with theunderstanding that the Client may only use them directly. The Client does not have the right to authorize any third
party to use the same without the previous written consent of TE.
Consequently, the Deliveries identified with trademarks of TE or with trademarks of its affiliated companies shall
13.3
not under any circumstances entail the acquisition of rights in such trademarks or the right to use them
independently of the acquired product. To acquire such rights, a separate trademark right agreement must be
concluded.

14.

Confidentiality
14.1
The Client must keep secret and protected from unauthorized use and disclosure (i) all information that they may
receive on the basis of the Contractual Documents and which is not clearly public; (ii) tangible items which contain,transmit or include such information; and (iii) any other items identified as subject to this clause and obtained,
directly or indirectly, from TE by virtue of the Contractual Documents (the “Confidential Information”).
At the request of TE at any time and, in any event, upon termination of the contractual relationship between the
14.2
Parties for any reason, the Client shall return to TE all the Confidential Information and all materials which it may
have obtained from such information and materials. In the absence of prior written authorization of TE, the Client
shall refrain from selling or otherwise transferring (either by dismantling or otherwise) any parts or other materials
which contain, transmit or include the Confidential Information of TE which have been made in accordance withsuch information and materials or by consultation of them.
14.3
The provisions of this clause shall continue to exist indefinitely after the performance or termination for any reasonof the contractual relationship between the Parties.

15.

Personal data protection
15.1
Pursuant to the provisions of Organic Law 15/1999 of December 13 on Personal Data Protection and its
implementing regulation, the Client’s signatory is hereby informed that the personal data it has provided to TE asa consequence of the acceptance of these GTC and, in general, of the Contractual Documents, as well as thosedata which may be obtained by TE in the future due to its professional relationship with the Client (“Signatory’s
Details”), will be included on filing systems controlled by TE.
The Signatory’s Details will be processed for the purpose of maintaining, developing, controlling and implementing
the Client’s professional relationship with TE within the context of the provision of the Deliveries and/or the Services.
The Signatory’s Details may be disclosed to other members of the TE Group, which may be located worldwide.
15.2
The Client’s signatory may exercise the rights of access, rectification, cancellation and objection at any time bysubmitting a written request by post to TE at 9 Calle Goiru, Arrasate-Mondragon, Guipuzcoa, Spain 20500
specifying the Client’s signatory’s first and last names and attaching a copy of the Client’s signatory’s national
identity card.

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General Terms and Conditions of Business
TE Connectivity Electronics España, S.L.U.
Avenida Diagonal, 123, 11th floor,
08005 Barcelona
Spain

16

Trade Compliance
TE and Purchaser agree to fully comply with all applicable import, export, antiboycott, and sanctions laws andregulations, including but not limited to those of the United States, the European Union, and other relevant countries’
laws (“Trade Laws”). The Purchaser warrants that it, its parent(s), subsidiary(ies), or affiliate(s), is NOT designatedon any government’s sanctions or restricted parties lists and shall immediately notify TE if it, its parent(s),subsidiary(ies) or affiliate(s) is added to any government’s sanctions or restricted parties lists. The Purchaser will not
directly or indirectly sell, export, reexport, release, purchase or otherwise transfer TE Products for or to any prohibitedor restricted end-use, end-user, end-destination (including Cuba, Iran, North Korea, Russia, Belarus and Syria) or in
violation of applicable Trade Laws. The Purchaser shall immediately inform TE if it becomes aware of a violation of
applicable Trade Laws or within two weeks of TE´s request for information on compliance with Trade Laws in relation
to the TE Products contemplated in the respective agreement. TE reserves the right to cancel an order(s) or
terminate the respective agreements if TE, at its sole discretion, has reason to believe that the transaction(s) related
to the respective agreement would violate, or have violated, applicable Trade Laws or if Trade Laws implemented
after the date of the respective agreement would prohibit or significantly limit execution of this agreement.

17.

Invalidity, Severability
Should any provision of these GTC be or become invalid, that fact shall not affect the validity of the other provisions.
The invalid provision shall be replaced by a valid provision which as far as possible satisfies the same legal,
economic and originally intended purpose. If not possible, the invalid provision shall be deemed not to have been
inserted and the rest of provisions will continue to exist.

18.

Place of Performance, Applicable Law and Place of Jurisdiction
The place of performance by the Client or by TE is Barcelona, Spain.

18.1
18.2

18.3

Legal relations between TE and the Client shall be governed solely by Spanish law to the exclusion of the conflictof laws principles. The Vienna Purchasing Convention (United Nations Convention on Contracts for theInternational Sale of Goods, 11 April 1980 (CISG)) is hereby specifically excluded. Rights accruing to TE on thebasis of statutory provisions are not affected by these GTC.
All disputes arising out of the contractual relationship, relating to it or affecting its validity or the validity of these
GTC of Business shall fall within the sole jurisdiction of the courts of the city of Barcelona, Spain.

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