Condições de Venda

GENERAL SUPPLY CONDITIONS – PARTS, EQUIPMENT AND SYSTEMS

GENERAL CONDITIONS

1.1. Supply of parts, equipment and systems (hereinafter jointly referred to as “Supplies”) by PAKA – ROBOTICS, LDA. (hereinafter referred to as “PAKA”) shall be governed by these General Supply Conditions (hereinafter referred to as “GENERAL CONDITIONS”), except when otherwise agreed by means of a proposal submitted to the BUYER by PAKA (hereinafter referred to as “PROPOSAL”), or upon acceptance by PAKA of an order placed by the BUYER, based on a PROPOSAL (hereinafter referred to as “ORDER ACCEPTANCE” and “ORDER”, respectively), whose conditions shall be considered as Special Conditions relative to these GENERAL CONDITIONS. Any other conditions not expressly agreed with PAKA shall not be valid.

1.2. The BUYER is aware of these GENERAL CONDITIONS from the moment they receive information concerning the website where they are available, regardless of whether or not such information is provided together with a copy of these GENERAL CONDITIONS. Alternatively, it shall be considered, for all applicable purposes, that the BUYER has been informed of these GENERAL CONDITIONS when placing an ORDER if they have previously received them within the scope of their business relationship with PAKA.

INTELLECTUAL AND INDUSTRIAL PROPERTY

All intellectual and/or industrial property rights associated with the PROPOSAL and/or concerning all the terms included therein and information annexed thereto, including technical documentation, engineering information, procedures, plans, designs, software, etc., provided with or pertaining to the SUPPLIES, are held by PAKA or their suppliers. Accordingly, the BUYER may not reproduce these items, totally or partly, or provide them to any third parties without the prior written authorisation of PAKA and may only use them for the purpose of the corresponding ORDER.

FORMALISATION OF ORDERS AND SCOPE OF SUPPLIES

3.1. The scope of SUPPLIES shall be clearly specified in the corresponding ORDER. For the ORDER to take effect, it must be the object of the ACCEPTANCE OF THE ORDER. Except for the periodic SUPPLIES whose terms of implementation were clearly defined and accepted by PAKA at the outset, in which this requirement was expressly removed by agreement between the Parties.

3.2. SUPPLIES shall only include the parts, equipment and/or systems specified in the ORDER and upon ORDER ACCEPTANCE, except in cases where additional documents, information or services have been expressly included in the ORDER accepted by PAKA.

3.3. All data concerning weight, dimensions, capacity, technical specifications and configuration of PAKA products included in catalogues, leaflets, brochures and technical documents are provided for informative purposes only and are not binding, except in cases where PAKA accepts specifications from the BUYER, which must be included in the ORDER or in a document annexed thereto.

3.4. Any modifications to the scope of the SUPPLIES included in the ORDER and/or agreed upon ORDER ACCEPTANCE, proposed by any of the Parties, must be submitted to the other Party in writing and shall only be valid and effective once expressly accepted by the other Party.

PRICES

4.1. SUPPLY prices do not include VAT or any other taxes or rates, which shall be charged upon invoicing, at the applicable rates. Unless otherwise defined in the ORDER or agreed in writing between PAKA and the BUYER, prices do not include packing, transportation, loading and unloading, insurance, and are considered prices of goods as delivered at the PAKA factory. Prices shall only be valid for the items specified in the PROPOSAL.

4.2. In the case of proposals prior to the ORDER and ACCEPTANCE OF THE ORDER, the prices indicated in them are valid for one month, and during this period they will be considered fixed for the payment conditions established in them, except if the SUPPLIES in question include imported equipment subject to monetary exchange contingencies or the payment of taxes and fees, in which case the prices indicated will be adjusted accordingly.

4.3. The prices indicaded in the PROPOSAL shall only be valid considering the payment conditions defined therein. Prices shall be reviewed in case of any changes to the payment conditions.

4.4. After ACCEPTANCE, prices shall be fixed and not subject to review. However, prices may be reviewed in any of the following circumstances:

a) The review in question is expressly agreed between PAKA and the BUYER;
b) Delivery and receiving of the SUPPLIES is delayed for a reason directly or indirectly attributable to the BUYER, in which case the corresponding price shall be updated according to the consumer price index published by INE and the corresponding rate for the period elapsed between the date of delay and the payment date shall apply.
c) The scope of SUPPLIES is changed at the BUYER’S request, in which case the corresponding price shall be updated according to the changes made, based on the unit prices mentioned in point 1 of this clause.
d) Prices are indicated in a currency other than the euro, and if the exchange value of such currency against the euro changes from the date of ACCEPTANCE to the dates contractually stipulated for the issue of invoices for each stage of the SUPPLIES, in which case the sales prices will be adjusted accordingly.

PAYMENT CONDITIONS

5.1. Payment conditions shall be as defined in the PROPOSAL and/or ORDER and/or upon ORDER ACCEPTANCE. Payment conditions previously agreed within the scope of a continuous business relationship between the BUYER and PAKA may also apply.

5.2. ORDERS whose net value is equal to or lower than €300.00 (three hundred euros) must be paid on a prompt payment.

5.3. Payments are required to be made into the PAKA bank account, or by any other means agreed, under the terms agreed, without any deductions, such as: tax withholdings not previously agreed, discounts, expenses, taxes, duties or any other rates, and will only be considered as effected when the respective amount is fully and irrevocably credited to the PAKA bank account.

5.4. If any payment is delayed, the BUYER shall be obliged, with no additional formalities being required, to pay interest to PAKA, from the due date of the invoice, corresponding to the 1-month EURIBOR rate plus 7 percent (7%), where the former shall be as published by the European Banking Federation and the Financial Markets Association on the second business day after the date on which interest started to be incurred. Payment of interest by the BUYER shall not exempt them from paying any other amounts due, under the terms agreed.

5.5. In case of failure by the BUYER to make the payments agreed with PAKA on the due dates, the latter shall be entitled to interrupt the delivery of the corresponding SUPPLIES, or the provision of any associated services, or even to discontinue their delivery, without prejudice to the obligation by the BUYER to pay all amounts due to PAKA, as well as additional compensation for the aforementioned interruption or discontinuation, of the SUPPLIES.

5.6. Submission of any complaints by the BUYER shall not exempt them from their payment obligations, nor entitle them to make any deductions to the amounts due, unless such deductions are legally determined, or it is agreed that the part, equipment or system that originated the complaint was effectively faulty, in which case any eventual failure to pay by the BUYER shall be acted upon according to the general regulations applicable to non-compliances.

DELIVERY DEADLINES AND CONDITIONS

6.1. Delivery deadlines and conditions shall be as specified upon ORDER ACCEPTANCE. If no delivery conditions are specified, delivery shall be considering as taking place at PAKA’s premisses. In case of failure by the BUYER to comply with the corresponding payment obligations, PAKA shall no longer be obliged to comply with the agreed delivery deadlines.

6.2. Delivery deadlines can be changed in the following circumstances:

a) Failure by the BUYER to hand all documents required for ORDER fulfilment to PAKA in a timely manner;
b) PAKA considers that a change to the delivery deadline is required as a result of an ORDER change requested by the BUYER and accepted by PAKA;
c) Failure by the BUYER, or any of their subcontractors, to perform any specific tasks required before delivery of the SUPPLIES in a timely manner;
d) Failure by the BUYER to comply with any obligations defined in the ORDER accepted by PAKA, particularly those concerning payment;
e) In case of any unpredictable events or circumstances outside the control of PAKA that may prevent or delay the delivery of SUPPLIES as scheduled, including, although not limited to, supplier strikes, transport or services; failure by third parties to supply goods and provide services; transport system failures; floods; storms; disturbances; sabotage; and unplanned PAKA or subcontractors due to failures, natural disasters, wars, whether declared or not, civil or with foreign countries, terrorist attacks or guerrilla fighting, mutiny, sabotage, explosions, earthquakes, equipment failure or lack of any required materials to fulfil agreement obligations, extensive military mobilisation, insurrection, requisition, embargo, restrictions in the use of power, or failure or delays by subcontractors caused by Force Majeure, amongst others.

6.3 In case of delay in delivering the SUPPLIES directly attributable to PAKA, the BUYER shall be entitled to apply the penalty previously agreed with the supplier. This penalty shall be the sole compensation to which the BUYER shall be entitled in these circumstances, even if the delay in question turns into an effective non-compliance and the agreement is terminated, excluding cases of fraud or serious misconduct.

PACKING AND TRANSPORTATION

7.1. Unless otherwise agreed between the Parties, additional fees shall be charged for material and equipment packaging, whose return shall not be allowed. As a generator of non-municipal packaging waste, the BUYER shall be responsible for the corresponding recovery, under the terms of article 4, point 7, of Decree-Law 366-A/97, of 20 December, as changed by Decree- Law 162/2000, of 27 July, Decree-Law 92/2006, of 25 May, and Decree-Law 178/2006, of 5 September.

7.2. Unless otherwise agreed, the BUYER shall be solely responsible for the transportation of SUPPLIES, including loading and unloading; accordingly, PAKA shall not be liable for any losses or damages to SUPPLIES resulting from transportation.

7.3. If equipment is ready for delivery or, alternatively, waiting for previously agreed tests to be performed, and the BUYER fails to collect it or to reach an agreement with PAKA for the corresponding storage at the premises of PAKA, under the conditions specifically agreed for this purpose, the BUYER shall be responsible for all storage expenses and risks to the products in question during the storage period.

INDUSTRIAL SAFETY AND COORDINATION

8.1. The BUYER shall be exclusively responsible for each and every occupational health and safety measure eventually required, in addition to being responsible for all information provided concerning the risks associated with the premises where the contracted tasks will be carried out, as well as for defining the measures to be adopted in case of emergency. The BUYER shall also be responsible for ensuring coordination with any contracted works that might be carried out simultaneously, as well as for providing any required clarifications and training.

8.2 The BUYER will adopt all necessary accident prevention measures and ensure that relevant local and international standards, regulations and codes of conduct regarding Health and Safety at Work are complied with. This obligation aims, among others, that installed lifting equipment, such as hoists, cranes and rails, respect the relevant legislation and is maintained in good safety conditions. The BUYER shall provide all assistance required if any PAKA employee suffers any accident or illness.

8.3 The BUYER’s safety officer/supervisor or equivalent shall be present at the BUYER’s premises while the SUPPLIES are being executed.

8.4 PAKA employees shall be entitled to inspect the BUYER’S premises for compliance with hygiene and safety standards, whenever deemed necessary. If the premises are found to be unsafe, or PAKA considers it is not safe to deliver the SUPPLIES, PAKA shall be entitled to interrupt their delivery, or the fulfilment of the corresponding agreement, being automatically granted a reasonable extension for delivering the SUPPLIES in question. In these circumstances, it shall be considered that PAKA has not infringed the agreement, nor shall PAKA be liable for any delays before the BUYER, which shall be obliged to compensate PAKA proportionally to the tasks completed until the aforementioned interruption.

INSPECTION AND ACCEPTANCE

9.1. Unless otherwise indicated in the ORDER or upon ORDER ACCEPTANCE, PAKA shall be responsible for performing all inspections and tests required during production, as well as the final inspection required before delivery of the products supplied. Any additional inspections or tests required by the BUYER must be specified in the ORDER, together with the applicable standards, location and competent entity. Prior approval by PAKA shall be required for all additional tests, which shall be performed at the BUYER’S expense.

9.2. The BUYER shall be required to check all SUPPLIES within 5 (five) business days of the corresponding delivery and to immediately inform PAKA of any faults and/or failures attributable to the latter.

9.3. If any defects and/or failures attributable to the PAKA are found, the latter shall adopt all corrective measures required.

9.4. Unless other conditions and/or dates have been agreed between the Parties and stipulated in the ORDER and/or upon ORDER ACCEPTANCE, failure by the BUYER to communicate any faults and/or failures to PAKA within 15 (fifteen) days of delivery of the SUPPLIES shall be understood as their acceptance by the BUYER and the warranty period shall start counting.

9.5. If, within the stipulated period of time, the reception tests are not carried out for reasons not attributable to PAKA, or if the SUPPLIES begin to be used by the BUYER, they will be considered accepted by the BUYER.

RETURNS AND COMPLAINTS

10.1. Under no circumstances shall PAKA accept any returned materials whose return has not been specifically agreed between the Parties, and without prejudice to the following.

10.2. Returns of materials to PAKA premises, when accepted by PAKA, shall always be at the BUYER’s expense.

10.3 If a return is made due to an error in the ORDER or other reasons not attributable to PAKA, PAKA will charge the BUYER an additional 15% of the net value of the returned material as a share of the costs of revision and packaging.

10.4 PAKA will never accept any materials that have been used, installed on any equipment, or installations to disassembly foreign to PAKA. Returns of equipment exclusively designed or manufactured for Clients’ Projects are also not allowed.

11.WARRANTIES

11.1. Unless otherwise indicated in the PROPOSAL or upon ORDER ACCEPTANCE, PAKA guarantees the components, equipment and systems supplied for defects in materials, manufacture or assembly, for a period of one (1) year from the date of receipt, whether this is expressed (consisting of the successful completion of the final inspection agreed between PAKA and the BUYER and the sending of a letter of acceptance from the SUPPLIES) or tacitly (15 (fifteen) days after the SUPPLIERS have been provided, without any written communication from the BUYER to PAKA concerning any non-conformity, or if, within the stipulated period of time, tests for receipt are not carried out for reasons not attributable to PAKA, or if the SUPPLIES start being used by the BUYER, in which case it shall be considered that the SUPLLIES have been accepted, in accordance with clauses 9.4 and 9.5).

11.2. The BUYER shall be required to communicate any defect covered by this warranty to PAKA in writing.

11.3. The warranty stipulated in paragraph 1 of this clause consists in the repair or replacement (as decided by PAKA), regardless of whether the defects found are related to the materials, manufacturing process or installation, without prejudice to any other compensation to which the BUYER may be legally entitled. Repairs shall be carried out at the premises of PAKA, whereby the BUYER shall be responsible for all dismounting, packing, loading, transportation, customs duties, taxes and rates, associated with the sending of faulty Supplies to PAKA and the corresponding return. Nevertheless, the Parties may agree that repairs shall be carried out at the BUYER’s premises.

11.4. Repair or replacement of faulty components on any parts, equipment or systems supplied shall not entail any changes to the warranty period applicable to the Supplies, which shall be as defined in point 1 of this clause. However, the repaired or replaced item shall have 1 (one) year of warranty from its repair or replacement.

11.5. Whenever a faulty component covered by the warranty stipulated in point 1 of this clause is replaced and such replacement is required urgently, the BUYER shall assume the obligation of sending the faulty part or component to PAKA within 7 (seven) days from the corresponding delivery date. If the replaced part or component is not returned, PAKA shall charge the corresponding catalogue price.

11.6. Under no circumstances shall PAKA be responsible for any repairs performed by anyone other than their own technicians.

11.7. This warranty does not cover any damages or defects caused by abnormal use of the SUPPLIES. The following are also excluded from the scope of the guarantee and will cause its extinction, any damage or defects caused by incorrect maintenance, storage or use, negligent use, use of unsuitable liquids or gases, incorrect flow and/or pressure values, incorrect installation, power supply variations (voltage, frequency, disturbances), modifications to the SUPPLIES made without the approval of PAKA, installations carried out or modified subsequently in non-compliance with the technical instructions of the product, and, in general, any cause that is not attributable to PAKA.

11.8. This warranty shall also be considered terminated if, any prior stipulations establishing that PAKA staff must be present when SUPPLIES are delivered or operated for the first time are infringed or when, in case of failure, no measures are adopted in order to minimise the resulting damages.

11.9. Without prejudice to the provisions defined in this clause, PAKA shall not be responsible for any material and/or equipment defects found more than 2 (two) years from the beginning of the date defined in point 1 of this clause.

LIMITATION OF LIABILITY

PAKA’s liability for any failure to comply with the obligations of this agreement, or failure to do so by their employees, representatives, subcontractors and suppliers, excluding cases of fraud or serious misconduct, shall not exceed the base price of the agreement and, under no circumstances shall PAKA be liable for any losses or damages incurred as a result of loss of profits, loss of earnings, loss of use, loss of production, interest costs, costs associated with equipment, installation and replacement costs, costs incurred as a result of unavailability, delays and complaints by the BUYER’S customers, costs incurred as a result of interruptions, loss of anticipated savings, or any other special damages, indirect or consequential (contractual, non-contractual, objective or resulting from warranties or other). The provisions defined in this clause do not apply to the eventual loss of life, moral damages, damages to physical integrity and damages to health.

EXPORT RESTRICTIONS

Some products supplied by PAKA may be subject to export control regulations. For this reason the elements provided to the BUYER will not be exported directly or indirectly by the BUYER or third parties without prior written authorization from PAKA. The BUYER will be responsible for the compliance of this clause, either directly by any third party.

COMPETENT LAW AND JURISDICTION

The Parties expressly waive any other legislation that may be applicable to either of them and agree to submit any difference that may arise in relation to the execution of the GENERAL CONDITIONS to Portuguese law and the jurisdiction of the Courts of the District of Aveiro.

GENERAL CONDITIONS – PROVISION OF MAINTENANCE, REPAIR, MOUNTING SERVICES

GENERAL CONDITIONS

1.1 Provision of maintenance, repair and mounting services (hereinafter referred to as “SERVICES”) by PAKA – ROBOTICS, LDA. (hereinafter referred to as “PAKA”) shall be governed by these General Service Provision Conditions (hereinafter referred to as “GENERAL CONDITIONS”), except when otherwise agreed by means of a proposal submitted to the BUYER by PAKA (hereinafter referred to as “PROPOSAL”), or upon acceptance by PAKA of an order placed by the BUYER, based on a PROPOSAL (hereinafter referred to as “ORDER ACCEPTANCE” and “ORDER”, respectively), whose conditions shall be considered as Special Conditions relative to these GENERAL CONDITIONS. Any other conditions not expressly agreed with PAKA shall not be valid.

1.2. If SERVICE provision includes the additional supply of parts, equipment, systems or any other materials by PAKA, the corresponding supply shall be governed by the GENERAL SUPPLY CONDITIONS – Parts, Equipment and Systems, as provided by PAKA.

1.3. The BUYER shall be considered to have been informed of these GENERAL CONDITIONS from the moment they receive information concerning the website where they are available, regardless of whether or not such information is provided together with a copy of these GENERAL CONDITIONS. Alternatively, it shall be considered, for all applicable purposes, that the BUYER has been informed of these GENERAL CONDITIONS when placing an ORDER if they have previously received them within the scope of their business relationship with PAKA.

INTELLECTUAL AND INDUSTRIAL PROPERTY

All intellectual and/or industrial property rights associated with the PROPOSAL and/or concerning all the terms included therein and information annexed thereto, including technical documents, engineering information, procedures, plans, designs, software, etc., provided with or pertaining to the SERVICES provided, are held by PAKA or their suppliers. Accordingly, the BUYER shall not be allowed to reproduce these items, totally or partly, or provide them to any third parties without the prior written authorisation of PAKA and shall only be allowed to use such information for the express purposes of the corresponding ORDER.

PLACING OF ORDERS AND SCOPE OF SERVICES

3.1. The scope of SERVICES shall be specified in the corresponding ORDER. For the ORDER to take effect, it must be ACCEPTED.

3.2. SERVICES shall only include the maintenance, repair, mounting, and works specified in the ORDER and upon ORDER ACCEPTANCE. The BUYER shall be exclusively responsible for any services not explicitly included in the ORDER, as approved by PAKA, that may be directly or indirectly required for provision of the SERVICES, according to clause 6. of these GENERAL CONDITIONS.

3.3. Any modifications to the scope of the SERVICES included in the ORDER, proposed by any of the Parties, must be submitted to the other Party in writing and shall only be valid and effective once expressly accepted by the other Party.

PRICES

4.1. SERVICE provision prices, including labour costs and all costs associated with auxiliary equipment, transportation of materials, consumables and other items, shall be calculated according to unit prices, in annex. Unit prices correspond to net prices and do not include VAT or any other taxes or rates, which shall be charged upon invoicing, at the applicable rates.

4.2. All prices included in SERVICE provision proposals shall be valid for 1(one) month, subject to prior acceptance of the corresponding quotation by the BUYER.

4.3. If the value of hours for the different activities that make up the SERVICES is estimated, such number of hours will only be informative, and the hours actually worked will be effectively invoiced.

4.4. All prices included in the PROPOSAL shall only be valid considering the payment conditions defined therein. Prices shall be reviewed in case of any changes to the payment conditions.

4.5. After ACCEPTANCE, prices shall be fixed and not subject to review. However, prices may be reviewed in any of the following circumstances:

a) The review in question is expressly agreed between PAKA and the BUYER;
b) Provision of the SERVICES is delayed for a reason directly or indirectly attributable to the BUYER, in which case the corresponding price shall be updated according to the consumer price index published by the INE, and the corresponding rate for the period elapsed between the date of delay and the payment date shall apply.
c) The scope of SERVICES is changed at the BUYER’S request, in which case the corresponding price shall be updated according to the changes made, based on the unit prices mentioned in point 1 of this clause.
d) Prices are indicated in a currency other than the euro, and exchange rates suffer changes between the date of ACCEPTANCE and the agreed dates for the issuing of the invoices corresponding to the various SERVICE stages, in which case prices shall be adjusted accordingly.

PAYMENT CONDITIONS

5.1. Unless otherwise agreed, SERVICE invoices shall be issued at the end of each month and shall correspond to the tasks performed. Payments shall be due within 30 (thirty) days from the date of the corresponding invoices.

5.2. SERVICE ORDERS whose net value is equal to or lower than €300.00 (three hundred euros) must be paid in full before being fulfilled.

5.3. Payments are required to be made into the PAKA bank account, under the terms agreed, without any deductions, such as tax withholdings not previously agreed, discounts, expenses, taxes or fees or any other deductions, and shall only be effective once the corresponding amount has been fully and irreversibly credited to the PAKA bank account.

5.4. If any payment is delayed, the BUYER shall be obliged, with no additional formalities being required, to pay interest to PAKA, from the due date of the invoice, corresponding to the 1 month EURIBOR rate plus 7 percent (7%), where the former shall be as published by the European Banking Federation and the Financial Markets Association on the second business day after the date on which interest started to be incurred. Payment of interest by the BUYER shall not exempt them from paying any other amounts due, under the terms agreed.

5.5. In case of failure by the BUYER to make the payments agreed with PAKA, the latter shall be entitled to interrupt the provision of corresponding SERVICES, or even to discontinue their provision, without prejudice to the obligation by the Buyer to pay all amounts due to PAKA, as well as additional compensation for the aforementioned interruption or discontinuation, on a suitable date.

5.6. Submission of any complaints by the BUYER shall not exempt them from their payment obligations, nor entitle them to make any deductions to the amounts due, unless such deductions are legally determined, or it is agreed that the service that originated the complaint was effectively faulty, in which case any eventual failure to pay by the BUYER should be acted upon according to the general regulations applicable to non-compliances.

PREPARATORY WORKS AND SERVICES NOT CONTRACTED. AUTHORISATIONS AND LICENCES

6.1. The BUYER shall be responsible for performing all preparatory works required for provision of the SERVICES, under the terms and according to the deadlines agreed, timely and at their own expense, namely building of access ways, connection to the water and electricity networks, site clearing, general works and prior installation works. The BUYER shall be required to provide all necessary documents to PAKA (designs, plans, specifications), as well as the works calendar, in order to allow PAKA to provide the SERVICES contracted, correctly and without any interference.

6.2. All auxiliary workers (electricians or other workers) required for performing any SERVICES or additional works eventually provided by the BUYER must be suitably qualified. The BUYER shall be required to comply with all applicable legislation, labour or other, applicable to workers, and to strictly observe all occupational safety and hygiene regulations. PAKA shall not be responsible for any issues or situations concerning these workers. PAKA shall hand a certificate issued by tax authorities declaring that they have fulfilled all applicable tax obligations, under the terms of Decree-Law 236/95, of 13 September, to the BUYER, as well as any other documents legally required.

6.3. The BUYER shall be responsible for obtaining all required licences and authorisations for provision of the SERVICES by PAKA, at their own expense and according to applicable legislation.

6.4. Before PAKA starts providing the SERVICES, the BUYER must inform in writing of how it will ensure compliance with all regulations in force that are relevant to the provision of the SERVICES.

WORKING HOURS AND PREMISES

7.1. PAKA shall, within reason, adjust the working hours of its employees or subcontractors to the working hours practised at the premises where the SERVICES will be provided. However, the BUYER shall be required to propose alternative solutions whenever it shall prove necessary to avoid any interference with the industrial activities taking place at the premises, provided such alternatives are compatible with the technical competences of the working teams, or, alternatively, incur the costs associated with any required stoppages.

7.2. In any case, the working hours of PAKA’s employees or subcontractors must always comply with labour legislation and all regulations applicable to the corresponding activity sector, in what concerns working hours, overtime, night work and breaks. If the number of working hours is lower than the daily limit allowed by law, for reasons not attributable to PAKA, and this circumstance has not been taken into account during preparation and submission of the PROPOSAL, the legal limit shall be considered for invoicing purposes.

7.3. Regardless of the working hours defined, the BUYER shall be responsible for providing the best possible working environment, namely concerning lighting, heating and safety conditions, to PAKA employees and/or subcontractors.

7.4. The BUYER shall be responsible for providing PAKA employees and its subcontractors with the premises required, namely toilets, showers, canteens, changing rooms and storage facilities for materials, tools and equipment, as well as any other requirements.

SUBCONTRACTORS

PAKA shall be entitled to subcontract part of the SERVICES provided. The subcontractors shall be identified upon ORDER ACCEPTANCE. PAKA shall be required to inform the BUYER of any changes to the mentioned subcontractors made after ORDER ACCEPTANCE. However, PAKA shall continue to be entirely responsible for the quality of subcontracted Services and the corresponding deadlines.

INDUSTRIAL SAFETY AND COORDINATION

9.1. The BUYER shall be exclusively responsible for each and every occupational health and safety measure eventually required, in addition to being responsible for all information provided concerning the risks associated with the premises where the SERVICES will be provided, as well as for defining the measures to be adopted in case of emergency. The BUYER shall also be responsible for ensuring coordination with any contracted works that might be carried out simultaneously, as well as for providing any required clarifications and training.

9.2 The BUYER shall ensure that all accident prevention measures required will be adopted and that all relevant Occupational Hygiene & Safety standards, regulations and codes of conduct, both local and international, will be complied with. Amongst other objectives, this obligation aims to ensure that all lifting equipment, such as cranes, hoists and overhead rails, complies with the applicable legislation and is maintained in good safety conditions. The BUYER shall provide all assistance required if any PAKA employee suffers any accident or illness.

9.3 The BUYER’s safety officer or employee responsible for safety must be present at the BUYER’s premises while the SERVICES are being provided.

9.4 PAKA employees shall be entitled to inspect the BUYER’s premises for compliance with hygiene and safety standards, whenever deemed necessary. If the premises are found to be unsafe, or PAKA considers it is not safe to provide the SERVICES, PAKA shall be entitled to interrupt their provision, or the fulfilment of the corresponding agreement, being automatically granted a reasonable extension for providing the SERVICES in question. In these circumstances, it shall be considered that PAKA has not infringed the agreement, nor shall PAKA be liable for any delays before the BUYER, which shall be obliged to compensate PAKA proportionally to the tasks completed until the aforementioned interruption.

SERVICE DEADLINES

10.1. Deadlines for completion of the SERVICES shall be as specified in the ORDER.

10.2. Deadlines for completion of the SERVICES can be changed in the following circumstances:

a) PAKA considers that a change to the deadline is required as a result of an ORDER change requested by the BUYER and accepted by PAKA;
b) Failure by the BUYER to complete preparatory works, fulfil any required obligations, complete any required tasks, provide any services or deliver any supplies, or if the required licences and authorisations have not been obtained, in which case provision of the contracted SERVICES by PAKA shall only be initiated once such obligations have been effectively fulfilled and sufficient evidence thereof has been provided;
c) Failure by the BUYER to comply with any obligations defined in the ORDER accepted by PAKA, particularly with regard to the payment obligation;
d) In case of any unpredictable events or circumstances outside the scope of control of PAKA that may prevent or delay the provision of SERVICES as scheduled, including, although not limited to, supply, transport or service strikes; failure by third parties to supply goods and/or provide services; transport system failure; floods; storms; disturbances; sabotage; and unplanned PAKA or subcontractor stoppages due to failures, natural disasters, wars, whether declared or not, civil or with foreign countries, terrorist attacks or guerrilla fighting, mutiny, sabotage, explosions, earthquakes, equipment failure or lack of any required materials to fulfil agreement obligations, extensive military mobilisation, insurrection, requisition, embargo, restrictions in the use of power, failure or delays by subcontractors caused by Force Majeure, amongst others.

10.3. In case of a delay in providing the SERVICES directly attributable to PAKA, the BUYER shall be entitled to apply the penalty previously agreed with the provider. This penalty shall be the sole compensation to which the BUYER shall be entitled in these circumstances, even if the delay in question turns into an effective non-compliance and the agreement is terminated, excluding cases of fraud or serious misconduct.

TEMPORARY OR PERMANENT SERVICE INTERRUPTION

11.1. The Parties shall agree a joint timetable for provision of the SERVICES. If provision of the SERVICES in question is interrupted as a result of any unpredictable events or circumstances outside the control of PAKA, the BUYER shall compensate PAKA for any lost hours, travelling and accommodation expenses and unavailability of equipment and tools, amongst other expenses, in order to cover any financial losses that such a suspension not foreseen in the timetable could cause to Paka.

11.2. The BUYER may, for justified reasons outside PAKA and the commercial relationship now established, definitively interrupt the provision of the SERVICES. In which case the Parties shall agree on a suitable plan for the orderly discontinuation of the SERVICES. However, the BUYER shall be required to compensate PAKA for all resulting damages.

INSPECTION AND ACCEPTANCE

12.1. Unless otherwise indicated in the ORDER or upon ORDER ACCEPTANCE, PAKA shall be responsible for supervising SERVICE provision. Prior approval by PAKA is required for any additional inspections required by the BUYER, which shall be performed at their own expense.

12.2. The BUYER shall be required to perform an inspection within 5 (five) business days of provision of the SERVICES and to immediately inform PAKA of any faults and/or failures attributable to the latter.

12.3. Unless other conditions and/or dates have been agreed between the Parties and stipulated in the ORDER and/or upon ORDER ACCEPTANCE, failure by the BUYER to communicate any faults and/or failures to PAKA within 15 (fifteen) days of provision of the SERVICES shall be understood as their acceptance by the BUYER and the warranty period shall start counting. It shall also be considered that the SERVICES have been accepted if the BUYER starts using the premises or equipment involved.

12.4. Any acceptance tests agreed between the BUYER and PAKA concerning the SERVICES provided shall be performed on the dates agreed. The BUYER shall be responsible for providing all auxiliary staff and consumables required, at their own expense. If the tests required for acceptance fail to be performed for reasons not attributable to PAKA, the SERVICES provided shall be considered as accepted by the BUYER.

WARRANTIES

13.1. Unless otherwise indicated in the PROPOSAL or upon ORDER ACCEPTANCE, PAKA shall offer a warranty period of 3 (three) months on the SERVICES provided, against defects, operating failures, start-up failures (if applicable), counting from the date on which SERVICES are accepted, whether expressly (successful completion of the final inspection agreed between PAKA and the BUYER, followed by an acceptance letter concerning the SERVICES in question) or tacitly (absence of any written communication from the BUYER informing PAKA of any non- compliances within 15 days of completion, or failure to perform the required tests, according to the deadlines and under the conditions agreed, for reasons not attributable to PAKA, under the terms defined in clause 12.3 and 12.4, above).

13.2. All SERVICE faults and/or defects covered by the warranty stipulated in point 1 of this clause shall be corrected. Repairs shall be carried out at the premises of PAKA or at the site where the SERVICES were originally provided, as decided by PAKA. The BUYER shall be responsible for all dismounting, packing, loading and transportation costs, customs, taxes, fees, etc., associated with the sending of defective materials to PAKA and the corresponding return.

13.3. Any repairs performed during the warranty period may be carried out by PAKA or by any of its subcontractors. Nevertheless, PAKA shall be responsible for the repairs in question, in either case.

13.4. Repair of specific components or systems shall not entail any changes to the warranty period applicable to the SERVICES provided, as a whole, which shall be as defined in point 1 of this clause. However, the specific repaired item or system shall benefit from a 3 (three) month warranty from the date of completion of its repair.

13.5. This warranty does not cover any damages or defects caused by abnormal use of equipment operated by PAKA. Any damages or defects caused by incorrect maintenance, storage or use, negligent use, use of unsuitable liquids or gases, incorrect flow and/or pressure values, incorrect installation, power supply variations (voltage, frequency, disturbances), changes not approved by PAKA, failure to follow the technical instructions provided during installation or changes, or any other causes not attributable to PAKA, are excluded from the scope of this warranty and shall render it null and void.

13.6. This warranty shall also be considered null and void if any prior stipulations establishing that PAKA staff must be present when the SERVICES start to be provided are infringed or when, in case of failure, no measures are adopted in order to minimise the resulting damages.

13.7. Without prejudice to the provisions defined in this clause, PAKA shall not be responsible for defects in the SERVICES found more than 6(six) months after the date defined in point 1 of this clause.

LIMITATION OF LIABILITY

PAKA’s liability for any failure to comply with the obligations of this agreement, or failure to do so by their employees, representatives, subcontractors and suppliers, excluding cases of fraud or serious misconduct, shall not exceed the base price of the SERVICE provision agreement. Under no circumstances shall PAKA be liable for any losses or damages incurred as a result of loss of profits, loss of earnings, loss of use, loss of production, interest costs, costs associated with equipment, installation and replacement costs, costs incurred as a result of unavailability, delays and complaints by the BUYER’s customers, costs incurred as a result of interruptions, loss of anticipated savings, or any other special damages, indirect or consequential (contractual, non- contractual, objective or resulting from warranties or other). The provisions of this clause shall not apply to any damage caused to the life, moral or physical integrity or people’s health.

APPLICABLE LAW AND COMPETENT COURTS