GENERAL CONDITIONS OF SALE


Rev 04022013


1. INTRODUCTION

1.1. These General Conditions of Sale have been drafted in accordance with the recommendations of the AFEMMA (Asociación Española de Maquinaria para la Madera) and the European not-for-profit association EUMABOIS.

1.2. The contract perfected by and between BARBERAN, S.A. (“the seller”) and the party acquiring one of its products (“the machinery”) will be a sales contract, without prejudice to additional services which, if appropriate, the acquiring party (“the buyer”) and the seller may freely agree.

1.3. The signing of the order and commencement of the manufacturing works without protest by the buyer represents acceptance by the buyer of these General Conditions. The seller will duly notify the buyer of the existence of these conditions and they will be available to the buyer at the seller’s premises and on his website www.barberan.com.


2. PERFECTING THE CONTRACT

2.1. The sales contract will be considered perfect from the time when the buyer sends the order for the machinery (using whatsoever means) to the seller, and the latter receives this order. The order implies acceptance of the seller’s prior offer and hereby obliges the buyer to make advance payment of the amount established in the order (“the advance”), in addition to the obligations stemming from the sales contract.

2.2. The seller’s initial offers (should there be more than one), the buyer's requests for offers, and the correspondence between the parties will be used as valuable records for interpreting the contract, whenever required.

2.3. In order to be valid, any modification, alteration or amendment to the sales contract will require written confirmation from an authorised person of the seller and the buyer with sufficient powers.

2.4. The purpose of the contract is the sale of machinery. Any other service, such as the installation, assembly and start-up, or the supply of materials, is hereby understood as not included, unless the buyer has requested one or more of these ancillary services and the seller has expressly agreed in writing to provide them. The provision of ancillary services, if appropriate, will not change the legal nature of the sales contract.


3. DESCRIPTIVE DOCUMENTS AND PLANS

3.1. The weights, sizes, capacities, prices, performance and other data given in the seller’s catalogues, prospectuses, circulars, flyers, recordings and price lists are for merely illustrative purposes and will not have any obligatory or binding nature, unless the offer accepted refers expressly to these.

3.2. The technical documents and plans for the full or partial manufacturer of the machinery, sent to the buyer before or after perfection of the sales contract, will continue to remain the exclusive property of the seller and, without his authorisation, cannot be used by the buyer, or copied, reproduce, transferred or disclosed to third parties.

3.3. At the buyer's request, and once the contracts have been perfected, the seller will provide a range of drawings and information on the manufacture of the machinery, compiled in a sufficiently detailed way to enable the installation, commissioning, use and maintenance of the machinery.


4. PACKAGING

4.1. Packaging will not be included in the quoted prices.

4.2. Packaging will be sufficient to avoid damage to the machinery during transportation to its point of destination.

4.3. Packaging cannot be returned to the seller.


5. CONTROL, TESTS AND DELIVERY

CONTROL

5.1. Once the advance has been received by the seller, the buyer will have the right to inspect and to follow the manufacturing process of the machinery. To this end, following an agreement with the seller regarding the date and the time, the buyer may visit the seller's premises to verify the aforementioned process.

5.2. During the visit, the seller will provide the buyer with the appropriate explanations, and will answer any doubts or questions that arise with regard to the manufacturing process of the machinery purchased.

TESTS AND DELIVERY

5.3. The acceptance tests will always be conducted at the seller’s factory during normal working hours. If the technical specifications have not been specified in the contract, the tests will be carried out in accordance with the seller’s standard practice.

5.4. Once the manufacturing process has finalised, the seller will request the buyer’s attendance at the operation tests. Once the tests have been conducted, the parties will sign an acceptance protocol, in which the buyer must include any appropriate observations he has or the reasons which, in his opinion, prevent acceptance and delivery. If there is nothing to specify, it will be understood that the machinery works satisfactorily, that the buyer has understood the usage instructions, and that formal handover from the seller to the buyer has taken place.

5.5. Should the buyer not wish to attend the tests, or fail to attend the appointment on unjustified grounds, this party may ask for a report to be sent with the test results. Once 48 hours have elapsed without any objection to the aforementioned report, it will be understood that the machinery is compliant, and the buyer will have no right to make any claim or request, except in accordance with the warranty given in condition 10.

5.6. Unless there is a stipulation to the contrary, the seller will be liable for the costs of the tests, except for the personal expenses of the buyer's representatives and the material that both parties mutually agree is necessary.

5.7. Once delivery has been made, the buyer will be obliged to pay the agreed price, discounting any amount paid as an advance.

5.8. If the parties have agreed the provision of ancillary services, such as the installation, start-up and assembly at the buyer's premises, a commissioning protocol will be signed once these services have been provided. Said protocol will be subject to the provisions laid down in point 5.4. Under all circumstances, the signing or non-signing of the commissioning protocol will be independent of the delivery, which under all circumstances will have taken place in accordance with the acceptance protocol. More particularly, the buyer cannot limit or condition the effectiveness of the sale (which will deploy all its effects) in any way whatsoever to the commissioning protocol.

5.9. If specified in the offer, following the tests, the buyer -with the techniques designated by this party- will have the right to receive training at the seller's premises.


6. TRANSFER OF RISKS AND TRANSPORTATION

6.1. The risk will be transferred to the buyer at the time of delivery, pursuant to point 5.4.

6.2. The seller will notify the buyer of the date when the machinery is available, so that the latter is ready to take charge of the same. Said notification will be given through whatsoever means, but preferably in writing, sufficiently in advance to enable the buyer to adopt the measures usually required in these cases. Transportation and insurance will be payable by the buyer, unless agreed otherwise.


7. PRICES

7.1. Prices for the machinery are understood as net ex-works at the seller’s factory. All ancillary outlays, particularly transportation and insurance, will be payable by the buyer, and this party must also pay any taxes that accrue for the buyer.

7.2. Unless agreed otherwise in writing, the commissioning costs (if this ancillary service has been agreed), as well as the cost corresponding to subsequent repairs will be payable by the buyer, except where established for the warranty period.


8. DELIVERY DEADLINE

8.1. The delivery deadline for the machinery will run from the later of the following two dates:

a) The date on which the contract has been perfected, pursuant to article or condition 2.

b) The date on which the seller effectively receives the advance.

8.2. Any delay by the buyer in supplying the elements, information or documentation required to satisfy the order (commence manufacturing) discharges the seller from default.

8.3. By the same token, delivery will be suspended in the event of any difficulties beyond the will of the seller, whether these take place at its own work centres or at the buyers' premises or those of third parties whenever this is relevant. For merely illustrative purposes, the aforementioned difficulties include: epidemics, mobilisation, war, revolution, service disorders, accidents, labour conflicts such as strikes, delayed, defective or extremely problematic supply of raw materials and semi-finished products, unforeseen price increase of raw materials or semi-finished products, scrapping of important pieces, official measures, disasters and all those that are similar to the aforementioned.

8.4. Penalties for breach of the delivery deadline by the seller will not be accepted unless expressly agreed.

8.5. If such a penalty is agreed, the buyer will have the right, having made a written and timely claim, for the penalty to be applied, unless the circumstances reveal that this party has not incurred damages.

8.6. The penalty for breach of the delivery deadline cannot be agreed for amounts in excess of 0.25% for each week of delay, and the capped amount through the accumulation of weeks, is set at 5% of the sales price. If the delivery deadline is greater than six months, the first four weeks will be exempt from penalisation. The agreed penalty excludes any other claim for damages, as well as contractual termination.


9. PAYMENTS

9.1. Payments are understood to be in euros, unless another currency is specified.

9.2. The advance will not represent a pledge that authorises the parties to terminate their contracts, but rather will be of a nature that confirms the perfected sale.

9.3. The buyer cannot unilaterally retain or reduce payments as a consequence of any claims or demands submitted, or for any bill of lading notes, even of these have been recognised and accepted by the seller. Neither can payments be unilaterally modified as a consequence of a shortfall of ancillary pieces or subsequent works carried out by the seller.

9.4. In the event of delay in compliance with the agreed payment obligations, the seller may charge the corresponding default interest to the buyer. Said interest will be calculated at the current Euribor rate at three months, plus 3 points.

9.5. If delivery of the machine is carried out before the buyer has made payment of the full price, this machinery will legally remain under reservation of title until the buyer has paid the full amount of the agreed price. In the event of an unreasonable delay by the buyer, the seller may choose to terminate the contract, recoup ownership of the machinery and claim damages from the buyer. Any such action must be notified in writing to the buyer beforehand. Where appropriate, the seller may retain the price received as an advance of the damages incurred, when these are for a higher amount and there is scintilla of evidence of these damages.

9.6. If instalment payments are agreed with the buyer, non-payment of two of these instalments will give rise to the remaining instalments being due and payable immediately.

9.7. In the event of financial inability to pay debts, insolvency or bankruptcy of the buyer, and if this party is unable to offer the surety required to underwrite its obligations, the seller may also terminate the contract and recoup ownership of the machinery.


10. WARRANTY AND SUPPORT

10.1. The seller will be obliged to correct any performance flaw stemming from any defect in the design, the materials or manufacture, with the limitations established in the provisions hereunder.

10.2. This obligation refers solely to the warranty period, which will cover the effects that arise within the year following delivery of the machinery, for maximum daily usage of eight hours. Under all circumstances, the call-out and maintenance costs of the technicians will be billed to the buyer in accordance with the seller’s official tariffs.

10.3. Any repairs carried out under warranty will not give rise to any extension of the warranty period, except with regard to renewed pieces or spare parts, which will be under warranty for the same terms and conditions as the original machinery and for a warranty period of one year.

10.4. The seller's liability will only be enforceable for flaws that appear under the operation conditions laid down in the contract, and providing the machinery is used properly. It will not be applied to flaws that occur after (and unconnected to the seller) delivery, or in the cases of improper usage, improper assembly by the buyer, any modifications that do not have the seller’s written consent, any inappropriate repairs made by the buyer or by third parties, or normal wear and tear.

10.5. Given that the seller's machinery is a technologically advanced and sophisticated product, the buyer hereby accepts that in order for the machinery to work properly it is essential to follow the seller's instructions and to ensure the buyer’s operators receive proper training. The seller will not be responsible for any improper performance or non-working as a result of the buyer failing to satisfy the aforementioned requirements.

10.6. With regard to the parts, components or pieces of machinery that are not manufactured by the seller, the seller's liability will be limited to the manufacturer's warranty.

10.7. If a machine is manufactured by the seller in accordance with construction data, drawings or models supplied by the buyer, the seller will be liable not for the technical value of the construction or performance of the whole, but rather for the fact of having carried out the same in accordance with the buyer's instructions. When these cases lead to infringement of industrial property, the buyer will respond to any third-party claim, holding harmless the seller.

10.8. Commissions for repair, as well as any modifications or constructions that the seller performs on products that have been used or have been manufactured by third parties, will not be covered by the warranty.

10.9. Those defective pieces that have been replaced will be at the seller's disposal.

10.10. It is hereby expressly agreed that the seller will not compensate the buyer for accidents or damages to persons, inanimate objects or goods other than those that are the object of the contract, or for loss of profits.

10.11. Technical support will be governed by the provisions laid down in the seller's offer, where appropriate.

10.12. Should the buyer request, the seller may attempt to diagnose problems affecting the machine or to resolve the buyer's inquiries. To this end, using a remote connection, a member of the technical team of BARBERAN, S.A. may access the machinery’s computer system and check its performance. In these events, the buyer hereby undertakes to be physically present at the site of the machine and to ensure safety, particularly with regard to mechanical movements of the machine, such as transport or lifting. The seller does not accept any liability stemming from use of the remote connection software by technical personnel that have not been expressly authorised by the buyer. Neither does the seller accept any liability resulting from use or improper use of the programs installed on the machinery’s computer system, including the antivirus software or firewalls, and any operation deficiencies as a result of changing the computer’s O/S or network configuration and connections. Data protection and back-up copies are the exclusive liability of the buyer, including the system configuration data. Should the machinery have remote connection software, acceptance of all of the foregoing will be understood merely by requesting the seller to perform an online check using the program. If the machinery does not have this software, the buyer must send a request by telephone or e-mail and have the means required for connection (a modem or similar), which will also imply acceptance of the provisions laid down in this point 10.12.


11. CIRCUMSTANCES THAT EXONERATE LIABILITY

The grounds for exonerating liability of the seller, if they prevent contractual performance, will be considered as labour conflicts and any other circumstances beyond the will of the parties, such as fire, mobilisation, requisition, seizure, insurrection, insufficient means of transportation, general scarcity of materials, restrictions on the use of energy and other similar events.


12. VENUE FOR CONTRACTUAL PERFORMANCE, COMPETENT COURT AND APPLICABLE JURISDICTION

12.1. The venue for performance of the sales contract is the seller’s registered address.

12.2. The parties, waiving their right to any other jurisdictional privilege to which they may be entitled, hereby expressly submit to the Courts of First Instance of Barcelona The contract will be subject to Spanish Law, to the exclusion of any other law and any international treaties and conventions. More particularly, the Vienna Treaty or Convention of 11 April 1980, governing the international sale of goods, will not apply.


13. VALIDITY

13.1. These General Conditions of Sale of the seller are the only conditions applicable, and particularly exclude the conditions of the buyer, unless the seller has signed them and they do not contradict, but rather complement, these conditions.

13.2. The Spanish and English versions of these Conditions are equally authentic. In the event of any discrepancy or disparity, the Spanish version will prevail.

13.3. The General Conditions may be periodically updated, but those that are in force and published (on the website www.barberan.com) at the time the contract is perfected will be applicable under all circumstances. The buyer will be notified in the contractual documentation about the existence of the General Conditions, and the seller will inform the buyer of the possibility of receiving a printed copy of the same.


Castelldefels, January 2013


Remarks: These general conditions have been registered in the trade register of Barcelona namely in sheet 1, pre-disponent number 2013 000 86 22.ANNEX 1

Rev 040202013

PARTICULAR SALE-PURCHASE CONDITIONS FOR BIJ INKJET PRINTERS

1. All the inkjet printers supplied by BARBERAN, S.A., hereinafter called “the supplier”, will be based on this document which is complementary to the general conditions of sale-purchase, as well as on the contractual agreements made with the buyer or customer, hereinafter called “the buyer”, expressly and in writing.

2. In none of its points does this contract exclude the general conditions of the sale-purchase document of the supplier, but complements this and renders it specific for the case of inkjet printers or installation.

3. All data, descriptive layouts and rest of products described in the quotation are to be considered explanations without any obligation by the supplier. These explanations can be modified or replaced for updated articles or data.

4. All technical documentation provided by the supplier, as well as the knowledge transferred to the customer will remain confidential information as long as the supplier considers it so, and under no circumstance will it never become property of the customer.

5. The supplier has all rights over the software and hardware included in the installation, and under no circumstance it is allowed to share information, software or hardware with third parties.

6. The handling of components, software or hardware by persons not previously authorized by the supplier is not permitted.

7. All perishable components and consumables must be used and handled under the express supervision of the supplier or authorized personnel, following completely standardized processes.

8. The installation must be located in an area expressly prepared with absence of dust and ventilated and moderate.

9. In no case will the working temperature of the installation be lower than 15ºC nor above 30ºC.

10. In case of a change in the working environment conditions of the equipment, like electric supply interruption, moving the equipment to a different place, etc., the buyer shall inform the supplier in advance to undertake preventive maintenance works, which will be invoiced according to supplier’s rates.

11. All the inks, cleaning liquids, cleaning procedures, cleaning materials and any other component which, by its nature, might be in contact with sensitive components of the installation, must be supervised and expressly approved by the supplier.

12. The installation needs an uninterrupted 240v 1000 W line of electric power supply.

13. The conservation of the inks and the other liquids which are used in the installation must be under strict conservation control regarding temperature, exposure to light and date of expiry.

14. All the personnel authorized to handle components of the installation must be trained in the adjustment and maintenance processes of the machine, as well as in the relevant safety and hygiene precautions. This training shall be coursed by supplier’s personnel at customer’s facilities during the machine commissioning period, in case the customer has contracted these additional services. In any case, the proper training of the operators and handling of the installation shall be customer’s responsibility.

15. The printing quality accepted by the buyer will refer solely and exclusively to trials previously made in a BARBERAN laboratory with specified inks and the materials. Trials carried out by other installations or with other materials do not serve as references. The obtained quality results shall be stated in the acceptation protocol or document.

16. Defects in the printing due to the occasional loss of printing lines recoverable after proper cleaning are acceptable and cannot be claimed to the supplier.

17. The print heads may have slight, appreciable changes of tonality especially during the printing of single solid colors, therefore, such designs have to be avoided.

18. The BIJ digital printers are designed with a pre-established resolution and dot size and there is no possibility to make claims or changes about this matter.

19. The colors and chromatic range obtained are limited by the formulation of the inks and their pigmenting capacity. There are no further possibilities than those stated by the manufacturer. The supplier will not be responsible for trials made with inks which have not been duly confirmed and approved by the manufacturer of the print heads.

20. The printing possibilities of the installation shall always refer to the trials carried out in the supplier’s laboratory and to the quality obtained there with customer’s substrates and the inks approved during the acceptance trials at supplier’s facilities.

21. Any failure of the customer to comply with his obligations entails the total or partial loss of the guarantee and services.

22. The perishable components of the machine, whose life span depends on the use and the quality of the maintenance provided by customer’s operators, in particular, the inkjet heads and its triggering electronics are not included in the guarantee.

23. Any damage as a result of the use of unapproved inks, unapproved cleaning materials or damages on the heads entail a partial or total loss of the guarantee.

24. The diagnosis of the components under guarantee is an exclusive competence of supplier’s specialists. In some cases, this diagnosis could be done on line connecting the machine to the net. Before connecting the machine, an authorization from the customer is required.


January 2013

GENERAL CONDITIONS GOVERNING THE SALE OF SPARE PARTS

1. INTRODUCTION

1.1. These General Conditions of Sale have been drafted in accordance with the recommendations of AFEMMA (Asociación Española de Maquinaria para la Madera) and the European not-for-profit association “EUMABOIS”.

1.2. “Spare part” is hereby understood as all replacement parts, whether or not manufactured by BARBERAN, S.A. (hereinafter ‘the seller’), and including the supplies and consumables required by the machines normally sold by the seller.

1.3. The contract perfected by and between the seller and the party acquiring a spare part (“the buyer”) will be a sales contract, without prejudice to additional services which, if appropriate, the buyer and the seller may freely agree.

1.4. The shipping of a spare part to the buyer will mean that this party has accepted these General Conditions.

1.5. The seller will duly notify the buyer of the existence of these General Conditions and they will be available to the buyer at the seller’s premises and on his website www.barberan.com.


2. PERFECTING THE CONTRACT

2.1. The spare parts sales contract will be considered as perfected from when the buyer accepts the seller’s offer and does so in writing. The offer will be considered as accepted if the buyer sends the sales offer back to the seller, duly stamped, signed and confirmed, and does so preferably by fax.

2.2. The buyer's request for information will not be binding upon the seller. The seller is just obliged to gather information on the availability of the spare part requested in order to make a sales offer. The offer will include the cost of the spare part plus packing and shipping costs. At the buyer's request, transport insurance costs may also be included.


3. PAYMENT AND SHIPPING

3.1. Once the offer has been accepted, the seller will issue the corresponding invoice, which will be forwarded immediately to the buyer. When payment has been substantiated, through whatsoever means, the seller will proceed to ship the spare part.

3.2. Shipment will be carried out preferably through a courier service. Urgent transportation may also be commissioned if the spare part requires this service.

3.3. Shipment will be sent to the buyer's address shown on the invoice or on the seller's data sheet, unless the buyer specifies another address in writing.

3.4. The risk will be transferred to the buyer at the time of shipping.

3.5. When the seller is obliged to supply spare parts free of charge, as they are covered by the warranty of a machine or an installation previously sold to the buyer by the seller, the shipment of the spare part will also require prior payment. When the spare part covered by the warranty arrives at the seller's premises, the seller will investigate the admissibility of applying the warranty and, if this is applicable, the seller will issue a credit note and thereby refund the amount paid by the buyer.


4. WARRANTY

4.1. The spare parts manufactured by the seller are covered by a one-year warranty from the date of delivery. In the event of spare parts manufactured by another manufacturer, this party's warranty will apply.

4.2. The seller's liability will only be enforceable for flaws that appear when both the spare part as well as the machine into which it is fitted are being used properly. It will not be applied to flaws that occur after transfer of the risk or in the cases of improper usage, improper assembly by the buyer, any modifications that do not have the seller’s written consent, any inappropriate repairs made by the buyer or in case of normal wear and tear.

4.3. Some spare parts are technologically complex and sophisticated products. The buyer hereby accepts that proper performance means that it is essential to follow the instructions of the seller and/or manufacturer and to invest in proper training for its operators. The seller will not be responsible for any improper performance or non-working as a result of the buyer failing to satisfy the aforementioned requirements.

4.4. It is hereby expressly agreed that the seller will not compensate the buyer for accidents or damages to persons, inanimate objects or goods other than those that are the object of the contract, or for loss of profits.

5. CIRCUMSTANCES THAT EXONERATE LIABILITY

The grounds for exonerating liability of the seller, if they prevent contractual performance, will be considered as labour conflicts and any other circumstances beyond the will of the parties, such as fire, mobilisation, requisition, seizure, insurrection, insufficient means of transportation, general scarcity of materials, restrictions on the use of energy and other similar events.


6. VENUE FOR CONTRACTUAL PERFORMANCE, COMPETENT COURT AND APPLICABLE JURISDICTION

6.1. The venue for performance of the sales contract is the seller’s registered address.

6.2. The parties, waiving their right to any other jurisdictional privilege to which they may be entitled, hereby expressly submit to the Courts of First Instance of Barcelona. The contract will be subject to Spanish Law, to the exclusion of any other law and any international treaties and conventions. More particularly, the Vienna Treaty or Convention of 11 April 1980, governing the international sale of goods, will not apply.


7. VALIDITY

7.1. These General Conditions of Sale of the seller are the only conditions applicable, and particularly exclude the conditions of the buyer, unless the seller has signed them and they do not contradict, but rather complement, these conditions. The General Conditions of Sale of the seller's products will be applicable to the extent that they do not contradict the ones herein.

7.2. The Spanish and English versions of these Conditions are equally authentic. In the event of any discrepancy or disparity, the Spanish version will prevail.

7.3. The General Conditions may be periodically updated, but those that are in force and published (on the website www.barberan.com) at the time the contract is perfected will be applicable under all circumstances.


Castelldefels, January 2013.


Remarks: These general conditions have been registered in the trade register of Barcelona namely in sheet 2, pre-disponent number 2013 000 86 22.