SALES TERMS

GENERAL TERMS AND CONDITIONS OF SALE.

 Art. 1.- Definitions.

1.1.- These General Terms and Conditions will be applicable to all offers received, and agreements with, ALCODIS BEBIDAS Y LICORES, S.L., its legal successors, as well as the associated companies (hereinafter, The Company), in relation to the delivery of goods made by the Company to the party receiving the offer or the party involved (hereinafter, The Client).

1.2.- The application of the Customer's general terms and conditions is expressly prohibited, these "General Conditions" being exclusively applicable.

1.3.- Any stipulation that deviates from these "General Conditions" will only be applicable in the event that they have been previously accepted by the Company in writing and in an irrefutable way.

Art. 2.- Offer.

Any offer made by the Company for its validity must be formalized by both parties by means of a signed written contract. As regards the validity of the offer, this also applies in the event that the offer includes a period of acceptance, unless expressly stated otherwise in writing.

 Art. 3.- Agreement.

3.1.- Any modification and/or addition to the agreement between the parties shall not be binding on them until it is formalised in writing, except in the event that the Company has begun to execute the contract earlier.

3.2.- The agreement reached will come into force when the contract is signed in writing by the Company's Management and by the Client; or on the date the signed confirmation order is sent (by post and/or fax) by the Company's Management, or when the Company's invoice is issued. Agreements and arrangements made with subordinate personnel of the Company shall not be binding on the Company, unless confirmed in writing by the Company's Management.

3.3.- The contract represents the complete content of the agreement. The Company's order confirmation or the Company's invoice will be considered as a representation of the full content of the agreement, unless the Client expresses a reasoned disagreement with it in writing.

3.4.- As for the agreement between the parties, minor deviations (minor) from usual tolerances in such activity will be allowed in the execution of the agreement.

3.5.- The cancellation of the agreement unilaterally by the Client will not be binding on the Company, it will not be valid unless the Company accepts such cancellation in writing and in an irrefutable way.

Art. 4.- Notifications, Information and Extracts

The notifications, information, extracts and samples provided by the Company, in any form or nature, shall be for indicative purposes only, never binding on the Company, unless the written agreement expressly states otherwise.

Art. 5.- Confidentiality

The Client shall maintain confidentiality vis-à-vis any third party (in the broadest sense of the word) in relation to the Company's business information which it has become aware of through the Company and/or in the context of the offer or the agreement.

Art. 6.- Prices.

6.1.- The prices provided and/or set by the Company shall be exempt from taxes - including Value Added Tax (VAT) - and fiscal charges, and shall be based on the Terms and Conditions (of delivery) developed in the following Clauses.

6.2.- In the case that VAT or other taxes or charges are not applicable because the goods will be delivered within the European Union, these taxes will never be charged, and will be paid if the Customer proves that the delivery as defined in this paragraph has actually taken place.

6.3.- While the prices provided and/or set are based on the weight of the goods, the weight will be determined by the weighing carried out by the Company before delivery, using calibrated measuring devices. The Client shall have the right to be present at the weighing, provided that the delivery is not delayed as a result. The Client will take the initiative in this, and in due time.

The Company shall be entitled to increase the prices provided and/or set, in the event of an increase in the cost of goods, raw materials or parts to be acquired from third parties, salaries, social security charges, transport, insurance policies or other factors that influence the price (including fluctuations in the exchange rate) and charges (including import and transit taxes).

6.5.- In the event that the prices indicated and/or agreed are based on tax refunds or subsidies, where these are not received for any reason, the Company will have the right to make the corresponding price adjustment.

Art. 7.- Delivery time.

7.1.- Unless otherwise expressly agreed in writing, deliveries will be "DAP" (Place of delivery indicated in the invoice by the client). The interpretation of the terms and conditions of delivery will be determined by the edition of Incoterms 2010®, issued by the International Chamber of Commerce.

7.2.- The delivery period shall commence on the last of the following:

• The date of completion of the
• The date on which the Company has at its disposal all the documents, information, permits, exemptions, approvals, assignments etc. necessary for the delivery of
• The date of receipt of the prepayment by the Company and/or the date of provision of the guarantee that the Company is entitled to receive under this

7.3.- The delivery time will be determined on the basis of the circumstances applicable at the time the agreement is concluded and on the timely delivery of the goods ordered by the Company for the completion of the agreement. In the event that any delay results from changes in these circumstances or because the goods ordered in time and form for the completion of the agreement have not been delivered on time, the delivery period shall be reasonably extended, taking all circumstances into consideration.

7.4.- Delivery of the goods will take place at the moment when the goods, with the exception of the minor parts, are ready for transport and the Company has informed the Client of this, or at the moment when the goods leave the Company's premises to be sent to the Client.

7.5.- The Company may at any time make partial deliveries, unless expressly agreed otherwise.

7.6.- The delivery date will not be a firm date, unless it is explicitly agreed otherwise. In the case of an excess of the delivery date, it will be necessary to communicate it to the Client, who will not be able to derive some rights of excess in the delivery time while it does not exceed three months.

7.7.- In the event that the Company fails to meet the delivery date, the Client will only have the right to terminate the agreement. In this case, the advance payments will be returned without compensation and/or interest. 

Art.8.- Transport.

8.1.- In all cases, regardless of the agreed terms and conditions of delivery, the Company shall have the right to transport, including unloading, for the account and risk of the Client, in the manner determined by the Company and using the means of transport chosen by the same.

8.2.- The Company will not be responsible for the use by the Client of the documents made available by the Company for the transport of the goods to their destination.

8.3.- At the first request of the Company, the Client will extend the necessary guarantees for the documents required to transport the goods to their destination.

8.4.- In the event of circumstances beyond the control of the Company which make it impossible for the goods to be transported to the indicated place of delivery, or in the event that the Client does not agree to accept the goods, the Company shall be entitled - at its option - to recover the goods or to store them (or order them to be stored) at the Client's expense and risk. Any costs of return and storage shall be borne by the Client, as if the delivery had been made. The costs described herein shall be determined in advance by the Company and the Client and shall be at least 15 per cent of the agreed price and without prejudice to the Company's rights to compensation in the event that the actual costs are higher.

Art. 9.- Packaging.

9.1.- Single-use packaging will not be accepted back by the Company. The Company shall have the right - at its option - to accept the return of multiple-use packaging.

9.2.- The Company shall have the right to charge the Client for multiple-use packaging as a separate item on the invoice together with the delivered goods.

9.3.- In the cases referred to in paragraph 2 of this Clause, the Company will send a credit note paying the amount invoiced to the Client for packaging returned to the Company, at the Client's expense. Upon receipt of such packaging, unless the condition of the packaging is worse than at the time of delivery and acceptance by the Client, the amount paid shall be discounted. 

9.4.- Only when the credit note is received, the Client will have the right to subtract the value of the returned packaging, in the amount paid, from the amount due to the Company.

9.5.- Damage to the goods caused by destruction/damage to the packaging shall in all cases be at the expense and risk of the Customer.

Art. 10.- Risk and Transfer of Ownership.

The Customer assumes the risk of any direct or indirect damage to the goods, immediately after they are considered delivered.

The Company shall retain ownership of the goods delivered for as long as any debt exists on the part of the Client in relation to the goods delivered by the Company, until the contract is concluded by the Client who must fulfil such agreements, and until the debt has been fully settled.

10.3.- The Client shall be obliged to store the goods under retention of title with due care, and to store them as identifiable property of the Company. Additionally, the Client shall be obliged to insure the goods against damage and loss, for whatever reason, during the period of retention of title. Such insurance shall designate the Company as beneficiary, with an independent right of claim, and the Client shall make available to the Company, at its request, the policies for inspection. At the request of the Company, all claims made by the Client in connection with the insurance policies described above shall be assigned to the Company, or a right of guarantee shall be granted to the Company.

10.4.- The Company shall have the right to recover the goods under retention of title held by the Client, without any prior notice of default, in the event that the Client fails to perform its obligations. The Client irrevocably authorises the Company to recover when this is necessary.

10.5.- In the event of, and while the Company has exercised its right of recovery as referred to in the previous paragraph, the agreement will be dissolved in whole or in part without judicial intervention, without prejudice to the rights of the Company as compensation for damages and costs. The Client will then be paid the market price (which in no case can be higher than the purchase price), deducting the cost of damages and costs incurred by the Company.

10.6.- The Client, in the exercise of his profession and business, shall have the right, within the framework of his commercial operations, to sell and deliver the goods delivered under retention of title to third parties. In the case of such sales, the debt owed by the Client to the Company in respect of the goods sold back by the Client shall be immediately due and payable, unless the amount was not previously due and payable.

10.7.- The Client shall always be obliged to notify third parties of the Company's right of retention of title. Furthermore, the Client shall be obliged to inform the Company, at its request, of the location of the goods and the person or company to whom the goods may have been sold.

Art 11.- Payment.

11.1.- Unless expressly agreed in writing, payment of the agreed price shall be made at any time during the formation of the agreement and, in any case, within 30 calendar days from the date of receipt of the goods.

11.2.- Any and all payments will be made without deduction and compensation, in the currency indicated on the invoice.

If the Client maintains that there is a claim against the Company in relation to the completion of the agreement, the Client shall not be released from its obligation to pay in the agreed form.

11.3.- In the event that the Company has justified fears that the Client will not comply with its obligations, the Company shall have the right to require sufficient guarantees from the Client in relation to the compliance of its obligations, before complying or in the process of complying.

The Company shall have the right to suspend the performance of its obligations until the Client provides the aforementioned guarantees.

11.4.- In the event that the Client has not paid on time or within the period mentioned in paragraph 1 of this Clause, he shall be in default and, without the necessary prior notice, shall accrue the legal interest applicable to the amount due, starting from the date on which the payment should have been made, without prejudice to other rights of the Company (especially including the right to compensation for loss).

11.5.- Any legal or other costs incurred by the Company in relation to the Client's failure, delay and insufficient performance of its obligations, including costs of out-of-court recovery and legal advice, shall be compensated to the Company by the Client. The Company and the Client jointly determine in advance that the cost shall be 15 per cent of the amount due, without prejudice to the Company's right to higher compensation if the actual costs are higher.

Art.12.- Returns

The return of the goods delivered by the Company is not allowed without the written consent of the Company. In the event of such returns, they shall always be at the expense and risk of the person making such return.

Art 13.- Samples.

The Client shall have the right to request the Company to make available to the Client one or more samples before delivery. If the Client does not make use of this right, it will be understood that he agrees in advance with the quality and condition of the goods.

Art 14.- Claims and Guarantees.

14.1- Claims can only include issues related to quantity, weight or specification, as well as the non-conformity of the delivered goods with the sample(s) made available by the Company.

14.2.- The Client will check the goods at the time of delivery.

14.3.- Any claims relating to defects observable at the time of inspection of the goods, as well as claims due to quantity, weight or specification shall be made in writing within 24 hours of delivery, and must include a full description of the alleged defects. If this is not done, any claim will not be valid.

14.4.- Any claim related to other relevant defects shall be submitted in writing within 24 hours of its knowledge, including a full description of the alleged defects, always within three months of delivery. If this is not done, any claim will not be valid.

14.5.- Cualquier reclamación por parte del Cliente relacionado con bienes entregados dejará de

14.5.- Any claim by the Client related to delivered goods will cease to be valid if:

1. The agreement refers to the delivery of used or damaged goods
2. The goods have been processed or are no longer identifiable as property of the Company
3. Defects are (also) caused by normal wear and tear, inexpert or incorrect treatment in the use and/or storage of the goods
4. The Client has not given the Company the opportunity to investigate the complaint and to comply with its obligations
5. The client does not comply with his obligations, in time or

14.6.- In relation to components and/or goods obtained from third parties that have not been treated by the Company, the Client may only claim against the Company to the extent that the Company may, in turn, claim against its supplier. If this is the case, the Company shall be released from its obligations towards the Client by subrogating / transferring to the Client its rights against the supplier.

14.7.- The Client shall not be entitled to claim any rights against the Company in the event that it can exercise these rights directly against the manufacturer of the defective goods.

14.8.- Without prejudice to the provisions set out in the previous paragraphs in this Clause, in the event of justified and timely claims, the Company shall only be obliged - at its option - to either repair the goods, proceed with a new delivery or pay the Client for the defective goods. These Terms and Conditions shall remain in force even in the event of new deliveries.

Art. 15.- Responsibility.

15.1.- The liability of the Company under the agreement shall be limited to the performance of the obligations described therein, in particular the obligations described in the previous Clause.

15.2.- The Company's liability shall never cover damage to the business or any other indirect damage.

15.3.- With the exception of gross negligence or intent, the Company shall never be liable for direct or indirect damage, including damage to business, resulting from the infringement of any intellectual or industrial property rights, licenses or any other rights of third parties.

15.4.- In the event that the Company was made liable by third parties for damages caused where the Company has no responsibility under these Terms and Conditions, then the Client shall be obliged to exonerate from liability and indemnify the Company for damages and liabilities and to compensate any resulting costs, damages or interest.

15.5.- The limitations and exclusions of liability, as well as the indemnification stipulated for the Company itself in the previous paragraphs, are also stipulated for its employees, any other person employed within the framework of the agreement, as well as the persons who provide delivered goods and/or components.

Art 16.- Force Majeure.

16.1.- The term force majeure in these "Terms and Conditions" shall be understood as any circumstance beyond the control of the Company, whether or not foreseeable at the time of the conclusion of the agreement, which permanently or temporarily prevents the fulfilment of the agreement, and includes war, danger of war, civil war, revolution, strike, lock-in of employees, transport problems, fire, weather preventing work or other interruptions to the operations of the Company's suppliers, as well as the non-compliance of the Company's suppliers.

16.2.- In the event of impediment to compliance with the agreement as a result of force majeure, the Company shall be entitled without judicial intervention to either suspend the execution of the agreement for a maximum of three (3) months or to totally or partially dissolve the execution of the agreement, without the Company being obliged to make any compensation.

Art 17.- Risk of Default.

In the cases provided by Law, as well as in the case that the Client does not comply, in time or form, with one or more of its obligations derived from the agreement, including these Terms and Conditions, as well as in the case of bankruptcy, insolvency proceedings, complete or partial work stoppage, liquidation, transfer or seizure of the Client's business, including the seizure or transfer of a substantial portion of the accounts receivable and in addition in the event that any property of the Client is in foreclosure or execution, it shall have the right either to suspend the execution of the agreement for a maximum of three (3) months, or to dissolve all or part of the agreement, without liability for compensation or security, and without prejudice to any other rights it may have.

Art 18.- Suspension, Dissolution - Consequences

18.1.- In the case of the suspension of the obligations of the Company, the latter shall be authorized - and obliged at the end of the period of suspension - to opt for the complete execution or partial dissolution of the agreement.

18.2.- In the event of suspension or partial dissolution under the above clause, the agreed price shall be due and payable, after deduction of any costs not incurred by the Company as a result of the suspension or partial dissolution. In the event of partial dissolution, the Client shall further be obliged, after payment of the above paragraph, to take possession of the goods covered by such payment, and failing this to have the goods stored at the Client's risk and expense or to arrange for their sale at its expense.

18.3.- In the event that the Client returns the goods received by him from the Company after the dissolution of the agreement, this return will always be at the expense and risk of the Client, until the said goods have been repossessed by the Company.

Art.19.- General.

19.1.- In the event that one or more provisions of the agreement, including provisions of these Terms and Conditions, are invalid or unenforceable, the remaining provisions of the agreement shall remain in full force and effect. The Parties shall consult on the provisions that are void or invalid, in order to make alternative arrangements.

19.2.- In the event that one or more provisions of the agreement, including provisions of these Terms and Conditions, conflict with mandatory provisions, stipulated already or in the future, by the competent authorities, these latter provisions shall be deemed to have superseded the relevant provisions of the agreement.

Art 20.- Controversy and applicable legislation.

20.1.- In relation to any dispute arising from the agreement, or in relation to additional agreements resulting from or connected with the agreement, the courts of the City of Valencia shall have exclusive jurisdiction over the matter, unless the Company explicitly chooses the jurisdiction of the Court of the domicile or place of business of the Client, expressly waiving its own jurisdiction.

20.2.- The agreement, as well as any other additional agreement resulting from or connected with the agreement, shall be governed by Spanish law, with the exception of the provisions of the Vienna Convention or any other future international regulations relating to the purchase of goods.

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