GENERAL CONDITIONS OF SALE FOR THE SUPPLY OF COMPONENTS, EQUIPMENT AND SYSTEMS

1. GENERAL CONDITIONS

1.1. The supply of components, equipment and systems (hereinafter jointly referred to as the “SUPPLIES”) by PAKA – ROBOTICS, LDA. (hereinafter referred to as “PAKA”) is governed by these General Conditions of Sale (hereinafter referred to as the “GENERAL CONDITIONS”), except for anything expressly agreed to the contrary in the proposal submitted by PAKA to the BUYER (hereinafter referred to as the “PROPOSAL”) or in the acceptance by PAKA of the order placed by the BUYER with PAKA on the basis of the PROPOSAL (hereinafter referred to as the “ORDER ACCEPTANCE” and the “ORDER”), acceptance by PAKA of the order placed by the BUYER with PAKA on the basis of the PROPOSAL (hereinafter referred to as the “ORDER ACCEPTANCE” and the “ORDER”), the conditions of which shall be deemed to be Special Conditions in relation to these GENERAL CONDITIONS. Any other conditions not expressly agreed by PAKA shall not be valid.

1.2. The BUYER has been informed of these GENERAL CONDITIONS from the moment he/she is informed of the address of the Internet site where they can be consulted, whether or not such information is accompanied by a copy of these GENERAL CONDITIONS. Alternatively, if the BUYER has previously received these GENERAL CONDITIONS within the framework of its commercial relations with PAKA, they shall be deemed to be known by the BUYER for all purposes when placing the ORDER.

2. INTELLECTUAL AND INDUSTRIAL PROPERTY

The intellectual and/or industrial property rights over the PROPOSAL, in all its terms, and the information attached to it, including technical documentation, engineering information, procedures, plans, designs, software, etc., included in or relating to the SUPPLIES, are held by PAKA or its suppliers. Consequently, the BUYER may not reproduce, partially or totally, such elements or assign their use to third parties without the prior written consent granted by PAKA, and may only use them for the purposes of executing the ORDER.

3. FORMALIZATION OF THE ORDER AND SCOPE OF SUPPLIES

3.1. The scope of the SUPPLIES must be clearly specified in the ORDER. In order for the ORDER to take effect, it must be the subject of the ORDER ACCEPTANCE. With the exception of periodic SUPPLIES for which the terms of performance have been clearly defined and accepted by PAKA at the beginning of the same, where this requirement has been expressly eliminated by agreement between the Parties.

3.2. SUPPLIES shall only include the supply of components, equipment and/or systems specified in the ORDER and in the ORDER ACCEPTANCE, except in cases where any additional documentation, information, or services have been explicitly included in the ORDER accepted by PAKA.

3.3. The weight, dimensions, capacities, technical specifications and configurations of PAKA products indicated in catalogs, leaflets, brochures and technical literature are for information purposes only and are not binding, unless PAKA accepts a closed specification from the BUYER, which must be indicated in the ORDER or attached documents.

3.4. Any modifications and/or variations to the scope of the SUPPLIES included in the ORDER and/or to the ACCEPTANCE OF THE ORDER, proposed by one of the Parties, shall be proposed in writing to the other Party and shall be valid and effective only when expressly accepted by the other Party.

4. PRICES

4.1. The prices of the SUPPLIES do not include VAT or any other taxes or duties, which will be charged on the invoice at the legal rates. Unless otherwise specified in the ORDER or in a specific agreement between PAKA and the BUYER, prices do not include packaging, transportation, loading and unloading, insurance and are considered to be prices for goods delivered to PAKA’s factory. These prices are only valid for the entire batch of materials specified in the PROPOSAL.

4.2. In the case of tenders prior to the ORDER and the ACCEPTANCE OF THE ORDER, the prices indicated therein shall be valid for one month, and during this period they shall be considered fixed for the payment terms set out therein, unless the SUPPLIES in question concern imported equipment subject to currency exchange contingencies or the payment of taxes and duties, in which case the prices indicated shall be adjusted in accordance with said variations.

4.3. The prices indicated in the PROPOSAL refer to the payment terms set out therein. If these change, the prices indicated in the PROPOSAL will be revised.

4.4. After ACCEPTANCE, prices are fixed and not subject to revision. However, prices will be revised when:

1. a) Such revision is expressly agreed between PAKA and the BUYER;
2. b) The deadline for delivery and receipt of the SUPPLIES is delayed for reasons directly or indirectly attributable to the BUYER, in which case the price will be updated in accordance with the consumer price index published by INE, applying the corresponding rate from the date on which the delay occurred until payment of the service;
3. c) The scope of the SUPPLIES has been modified at the request of the BUYER, in which case the price shall be altered in accordance with the modification, using the unit prices mentioned in paragraph 1 of this clause;
4. d) The prices are indicated in a currency other than the euro, and if the exchange value of said currency against the euro changes from the date of ACCEPTANCE until the contractually stipulated dates for issuing the invoices for each phase of the SUPPLIES, in which case the sales prices will be adjusted accordingly.
5. PAYMENT TERMS

5.1. The payment terms for SUPPLIES are those indicated in the PROPOSAL and/or ORDER and/or ORDER ACCEPTANCE. Payment terms previously specified within the framework of an ongoing business relationship between the BUYER and PAKA may also be used.

5.2. SUPPLIES relating to orders with a gross value equal to or less than 300.00 E (three hundred euros) may only be paid for in cash.

5.3. Payments shall be made to PAKA’s bank account or by other agreed means, under the agreed terms, without any deductions, such as: non-agreed withholdings, discounts, expenses, taxes or fees or any other deductions, and shall only be deemed to have been made when the respective amount is fully and irrevocably credited to PAKA’s bank account.

5.4. In the event of late payment by the BUYER, the BUYER shall pay PAKA, without any additional formality and from the due date of the respective invoice, interest on late payment calculated at an interest rate equivalent to the EURIBOR rate for one-month deposits, plus 7 percentage points (7%), and the rate referred to shall be that published by the Federation of European Banks and the Financial Markets Association on the second working day after the start of the interest calculation. Payment of interest on arrears by the BUYER shall not release the BUYER from the obligation to pay the remaining outstanding amounts, in accordance with the agreed terms.

5.5. In the event of late payments due by the BUYER to PAKA, PAKA may suspend the SUPPLIES or the services associated with them, or even definitively interrupt them, without prejudice to the BUYER’s obligation to pay overdue invoices and, where appropriate, to pay PAKA additional compensation for the suspension or definitive interruption of the SUPPLIES.

5.6. The submission of a claim by the BUYER shall not allow the BUYER to suspend the payments due or make any deduction therefrom, unless it is established by court or by agreement that the component, equipment or system supplied by PAKA to which the claim relates was defective, in which case the lawfulness of any suspension of payments by the BUYER shall be decided in the light of the general regime of the exception of non-performance.

6. DELIVERY TIME AND CONDITIONS

6.1. The delivery period for the materials delivered in the position and under the conditions set out in the ORDER ACCEPTANCE. If the delivery conditions are not specified, delivery is deemed to take place at PAKA’s premises. PAKA will no longer be obliged to meet the delivery deadline if the BUYER is in default of its payment obligation.

6.2. The delivery time will be modified if:

1. a) The BUYER fails to provide PAKA with the documentation required for the execution of the SUPPLIES in good time;
2. b) The BUYER requests modifications to the ORDER, which are accepted by PAKA and which in its opinion require an extension of the delivery period;
3. c) For the SUPPLIES, it is essential for the BUYER or its subcontractors to carry out the work, and the BUYER has not carried it out on time;
4. d) The BUYER has failed to comply with any of its contractual obligations indicated in the ORDER accepted by PAKA, in particular with regard to the payment obligation;
5. e) Events or combination of events occur that are unforeseeable and/or beyond PAKA’s control that prevent or delay scheduled SUPPLIES, including, but not limited to: strikes by suppliers, transportation or services, failure to supply third parties, failure of the transportation system, floods, storms, riots, sabotage, accidental shutdowns of PAKA’s or its subcontractors’ work due to failures, natural disasters, declared or undeclared war, civil or with third countries, acts of terrorism or guerrilla warfare, riots, sabotage, explosions, earthquakes, failure of equipment or materials necessary for the performance of its contractual obligations, extensive military mobilization, insurrection, requisition, embargo, restrictions on the use of energy and defects or delays in deliveries by subcontractors caused by any cause of Force Majeure, etc.

6.3. If there is a delay in the SUPPLIES directly attributable to PAKA, the BUYER shall enforce the penalty clause previously agreed with the seller. The penalty clause is the only compensation to which the BUYER is entitled in the event of a delay in the SUPPLIES directly attributable to PAKA, even if the delay has been converted into a definitive default and the contract has been terminated, except in the event of intent or serious fault.

7. PACKAGING AND TRANSPORT

7.1 Unless otherwise agreed between the Parties, the packaging of equipment and materials shall be subject to a special price to be applied to the price of the respective product supplied, and its return shall not be admissible. The BUYER, as the producer of non-urban packaging waste, is responsible for its recovery, under the terms of article 4 no. 7 of Decree-Law no. 366-A/97, of December 20, as amended by Decree-Law no. 162/2000, of July 27, Decree-Law no. 92/2006, of May 25 and Decree-Law no. 178/2006, of September 5.

7.2. Unless otherwise agreed, transportation, including loading and unloading, of the SUPPLIES shall be at the cost, risk and expense of the BUYER, and PAKA shall not be liable for any damage or loss arising from such transportation caused to the SUPPLIES, the BUYER being fully responsible.

7.3. If the equipment is ready to be supplied, or alternatively is awaiting agreed tests, and the BUYER does not pick it up or reach an agreement with PAKA for it to be stored on its premises, under the conditions specifically agreed, all the costs of such storage shall be borne by the BUYER, who shall also bear all the risks inherent in the products during the period of such storage.

8. INDUSTRIAL SAFETY AND COORDINATION

8.1. The BUYER is exclusively responsible for any and all measures that may be necessary to protect health and safety at work, and is responsible for the information provided on the risks of the facilities where the contracted work will be carried out, as well as the measures that must be applied in the event of an emergency situation. The BUYER is also responsible for coordinating the execution of different contracts that may take place at the same time, as well as providing clarifications and training.

8.2. The BUYER shall adopt all the necessary accident prevention measures and ensure that the relevant local and international rules, regulations and codes of conduct in the field of Occupational Health and Safety are complied with. This obligation aims, among other things, to ensure that installed lifting equipment such as cranes, hoists and rails comply with the relevant legislation and are in a safe condition. The BUYER shall provide all necessary assistance in the event of any PAKA staff member suffering an accident or falling ill.

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

8.4. PAKA staff will carry out, whenever necessary and appropriate, an assessment at the BUYER’s premises to certify compliance with health and safety regulations. Whenever, as determined by PAKA, the conditions of the premises prove to be unsafe or when it appears unsafe to proceed with the performance of the SUPPLIES, PAKA shall have the right at any time to suspend the SUPPLIES or the performance of this contract, enjoying a reasonable extension of the time for completion of the performance of the SUPPLIES. In the event of suspension, PAKA shall not be deemed to be in breach of contract, nor shall PAKA be liable to the BUYER by virtue of such conduct, and the BUYER shall compensate PAKA proportionately for the steps taken up to the suspension of the SUPPLIES or the performance of this contract.

9. INSPECTION AND ACCEPTANCE

9.1. Unless expressly stated in the ORDER and in the ORDER ACCEPTANCE, the inspections and tests carried out during production and the final inspection prior to delivery of the products supplied are carried out by PAKA. If the BUYER requires additional supervision or testing, it must indicate this in the ORDER, also indicating the applicable and competent standard, place and entity. These additional tests will be approved by PAKA and carried out at the BUYER’s expense.

9.2. Within 5 (five) working days of receipt of the SUPPLIES by the BUYER, the BUYER shall check their contents in order to detect any possible defects and/or faults that may be attributable to PAKA, and shall immediately notify PAKA of the existence of such defects and/or faults.

9.3. If the SUPPLIES are defective and/or faulty for which PAKA is responsible, PAKA shall take the necessary measures to eliminate such defects.

9.4. Unless the ORDER and/or ORDER ACCEPTANCE stipulates the conditions and deadlines for the acceptance tests agreed between the Parties, after 15 (fifteen) days from the end of the SUPPLIES without PAKA having received notification from the BUYER regarding possible defects and/or faults, the SUPPLIES shall be deemed accepted by the BUYER and the warranty period shall begin to run from that moment.

9.5. If the acceptance tests have not been carried out within the stipulated period for reasons not attributable to PAKA, or if the SUPPLIES begin to be used by the BUYER, they shall be deemed to have been accepted by the BUYER.

10. RETURN OF MATERIALS AND COMPLAINTS

10.1. Under no circumstances will PAKA accept the return of materials unless this has been specifically agreed between the Parties and without prejudice to the following.

10.2. Returns of materials to PAKA’s premises, when accepted by PAKA, must always be made 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 revision and packaging costs.

10.4. PAKA will never accept returns of materials that have been used, assembled in other equipment or installations subject to disassembly outside of PAKA. Nor may any equipment designed or manufactured exclusively for the Customer’s project be returned.

11. GUARANTEES

11.1. Unless expressly provided otherwise in the PROPOSAL or in the ORDER ACCEPTANCE, PAKA guarantees the components, equipment and systems supplied against defects in materials, manufacture or assembly for a period of 1 (one) year from the date of receipt, whether express (consisting of the successful completion of the final inspection agreed between PAKA and the BUYER and the sending of a letter of acceptance of the SUPPLIES) or tacit (15 (fifteen) days after the SUPPLIES have been provided, without any written communication having been sent by the BUYER to PAKA regarding any non-conformity or if the acceptance tests have not been carried out within the period stipulated for them to be carried out for reasons not attributable to PAKA, or if the SUPPLIES begin to be used by the BUYER, in which case they shall be deemed to have been accepted by the BUYER under the terms of clause 9.4. e 9.5.).

11.2. The BUYER shall notify PAKA in writing of any defect covered by this warranty.

11.3 The guarantee stipulated in paragraph 1 of this clause consists of the repair or replacement (at PAKA’s choice) of the elements recognized as defective, regardless of whether they are material, manufacturing or assembly defects, without prejudice to other remedies granted to the BUYER by law. Repairs shall be carried out at PAKA’s premises, and the PURCHASER shall be responsible for dismantling, packaging, loading, transportation, customs, taxes, duties, etc., applicable to the sending of defective material to PAKA’s premises and its return to the PURCHASER. However, the Parties may agree that repairs be carried out at the BUYER’s premises.

11.4 Repairs or replacements of defective elements of the components, equipment and systems supplied shall not alter the start date of the warranty period for the entire supply in question, which shall be as indicated in paragraph 1 of this clause. However, the repaired or replaced element will have a one (1) year warranty from the date of repair or replacement.

11.5 When the guarantee stipulated in paragraph 1 of this clause is executed through the replacement of the defective element, which for reasons of urgency must be immediate, the BUYER undertakes to send the defective part or element to PAKA within a maximum of 7 (seven) days from the date of receipt of the replacement part or element. If the replacement part or element is not returned, PAKA will invoice the replacement part or element at list price.

11.6. Under no circumstances will PAKA be held responsible for repairs carried out by personnel not included in its organization.

11.7. This guarantee does not cover damage or defects resulting from abnormal use of the SUPPLIES. Any damage or defects caused by improper maintenance, incorrect or negligent storage and use, use of incorrect liquids or gases as well as incorrect flows and pressure, faulty installations, variations in the quality of the power supply (voltage, frequency, disturbances) modifications to the SUPPLIES made without PAKA’s approval, installations carried out or subsequently modified in breach of the product’s technical instructions, and, in general, any cause not attributable to PAKA, are also excluded from the scope of the guarantee and will cause it to lapse.

11.8. This guarantee shall also be considered terminated if, in the event that it is stipulated that the SUPPLIES are to be started in the presence of PAKA, or that they are to be started in the presence of PAKA personnel, and this has not been complied with or, in the event of failure, no measures are taken to mitigate the damage caused by such failure.

11.9 Without prejudice to the provisions of this clause, PAKA shall not be liable for defects in the equipment and materials supplied for more than 2 (two) years from the start of the period indicated in paragraph 1 of this clause.

12. LIMITATION OF LIABILITY

PAKA’s liability for its own acts, those of its employees, collaborators, representatives, subcontractors and suppliers that result in non-fulfillment of its contractual obligations, except in the case of willful misconduct or gross negligence, shall not exceed, in total, the value of the base price of the contract and shall in no case include damages for loss of profits, loss of income, loss of use, loss of production, capital costs, costs arising from replacement equipment, installations or services, costs arising from unavailability, delays and complaints from the BUYER’s customers, or costs related to the interruption of operations, loss of anticipated savings, or other types of special, indirect or consequential damages (contractual, non-contractual, objective or arising from guarantees or others). The provisions of this clause shall not apply to any damage caused to the life, moral or physical integrity or health of persons.

13. EXPORT RESTRICTIONS

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

14. COMPETENT LEGISLATION AND JURISDICTION

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

GENERAL CONDITIONS FOR THE PROVISION OF MAINTENANCE, REPAIR, ASSEMBLY AND WORK

1. GENERAL CONDITIONS

1.1. The provision of maintenance, repair, assembly and work services (hereinafter referred to as the “SERVICES”) by PAKA – ROBOTICS, LDA. (hereinafter referred to as “PAKA”) is governed by these General Terms and Conditions of Sale (hereinafter referred to as the “GENERAL TERMS and CONDITIONS”), unless otherwise expressly agreed in the relevant PROPOSAL submitted by PAKA to the BUYER (hereinafter referred to as the “PROPOSAL”) or in the acceptance by PAKA of the order placed by the BUYER with PAKA on the basis of the PROPOSAL (hereinafter referred to as the “ORDER ACCEPTANCE” and the “ORDER ACCEPTANCE”), acceptance by PAKA of the order placed by the BUYER with PAKA on the basis of the PROPOSAL (hereinafter referred to as the “ORDER ACCEPTANCE” and the “ORDER”), the conditions of which shall be deemed to be Special Conditions in relation to these GENERAL CONDITIONS. Any other conditions not expressly agreed by PAKA shall not be valid.

1.2. If the provision of the SERVICES includes the additional supply by PAKA of components, equipment or systems or any other material, the respective supply conditions shall be governed by the GENERAL CONDITIONS FOR THE SUPPLY OF COMPONENTS, EQUIPMENT OR SYSTEMS presented by PAKA.

1.3. The BUYER shall be deemed to have been aware of these GENERAL CONDITIONS
from the moment it is informed of the address of the Internet site where they can be consulted, whether or not such information is accompanied by a copy of these GENERAL CONDITIONS. Alternatively, if the BUYER has previously received these GENERAL CONDITIONS within the framework of its commercial relations with PAKA, they shall be deemed known by the BUYER, for all purposes, when placing the ORDER.

2. INTELLECTUAL AND INDUSTRIAL PROPERTY

The intellectual and/or industrial property rights over the PROPOSAL, in all its terms, and the information attached to it, including technical documentation, engineering information, procedures, plans, designs, software, etc., included in or relating to the provision of the SERVICES, are held by PAKA or its suppliers. Consequently, the BUYER may not reproduce, in whole or in part, such elements or assign their use to third parties without the prior written consent of PAKA, and may only use them for the purposes of executing the ORDER.

3. FORMALIZATION OF THE ORDER AND SCOPE OF SERVICES

3.1. The ORDER specifies the scope of the SERVICES. For the ORDER to take effect, it must be the subject of an ORDER ACCEPTANCE.

3.2. The SERVICES include only the provision of the maintenance, repair, assembly and work SERVICES specified in the ORDER and in the ORDER ACCEPTANCE. Any provision of another service not explicitly included in the ORDER, approved by PAKA, and which may be directly or indirectly necessary for the provision of the SERVICES, shall be the sole responsibility of the BUYER, and shall be performed in accordance with clause 6. of these GENERAL CONDITIONS.

3.3. Any modifications and/or variations to the scope of the SERVICES proposed by a
of the Parties, shall be proposed in writing to the other Party and shall be valid and effective only when expressly accepted by the other Party.

4. PRICES

4.1. The prices for the provision of the SERVICES, including the cost of personnel and use of auxiliary equipment, transportation of material, consumables, etc., are based on the respective unit price rates in the annex. Prices are net and do not include VAT or any other taxes or fees, which will be included on invoices at the legal rates in force.

4.2. In the case of proposals for the provision of SERVICES with a firm price, the prices indicated therein shall be valid for one (1) month, and shall be subject to the BUYER’s acceptance of the prior quotation.

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

4.4. The prices indicated in the PROPOSAL refer to the payment terms set out therein. If these change, the prices indicated in the PROPOSAL will be revised.

4.5. After ORDER ACCEPTANCE, prices are fixed and not subject to revision. However, prices will be reviewed when:

1. a) There is an express agreement between PAKA and the BUYER to this effect;
2. b) The provision of the SERVICES is delayed for reasons directly or indirectly attributable to the BUYER, in which case the price will be updated in accordance with the consumer price index published by INE, applying the corresponding rate from the date on which the delay occurred until payment of the service;
3. c) The scope of the SERVICES has been modified at the request of the BUYER, in which case the price shall be altered in accordance with the modification, using the unit prices mentioned in paragraph 1 of this clause;
4. d) The prices are indicated in a currency other than the euro, and if the exchange value of said currency against the euro changes from the date of acceptance until the contractually stipulated dates for issuing invoices for each phase of the SERVICES, in which case the sales prices will be adjusted accordingly.
5. PAYMENT TERMS

 5.1. Unless otherwise agreed, SERVICES are invoiced at the end of each month in proportion to the work carried out. Payments must be made within 30 (thirty) days of the date of the respective invoice.

5.2. SERVICES relating to orders with a gross value equal to or less than 300.00 E (three hundred euros) may only be paid for in cash.

5.3. Payments shall be made to PAKA’s bank account, in accordance with the agreed terms, without any deductions, such as: non-agreed withholdings, discounts, expenses, taxes or fees or any other deductions, and shall only be deemed to have been made when the respective amount is fully and irrevocably credited to PAKA’s bank account.

5.4. In the event of late payments by the BUYER, the BUYER shall have
must pay PAKA, without any additional formality and from the due date of the respective invoice, interest for late payment calculated at an interest rate equivalent to the EURIBOR rate for one-month deposits, plus 7 percentage points (7%), and the rate referred to shall be that published by the Federation of European Banks and the Financial Markets Association on the second working day after the start of the interest calculation. Payment of interest on arrears by the BUYER shall not release the BUYER from the obligation to pay the remaining outstanding amounts, in accordance with the agreed terms.

5.5. In the event of late payment by the BUYER to PAKA, PAKA may suspend the provision of the SERVICES, or even permanently interrupt them, without prejudice to the BUYER’s obligation to pay overdue invoices and, where appropriate, to pay PAKA additional compensation for the suspension or permanent interruption of the SERVICES.

5.6. The submission of a complaint by the BUYER will not allow him to suspend the payments due or make any deduction from them, unless it is established by court or by agreement that the PAKA service to which the complaint referred was defective, in which case the lawfulness of any suspension of payments by the BUYER must be decided in the light of the general regime of the exception of non-performance.

6. PREPARATORY WORK, NON-CONTRACTED WORK AND SERVICES, PERMITS AND LICENSES

6.1. The BUYER shall carry out the necessary preparatory work for the provision of the SERVICES in accordance with the agreed terms and deadlines in a timely manner and at its own expense, namely access, connection of water and electricity supplies, land clearing, general works, prior installations, etc. The BUYER must also provide PAKA with the necessary documentation (designs, plans, specifications) and the appropriate timetable for carrying out the work for which it is responsible, so that PAKA can correctly and without any interference provide the contracted SERVICES.

6.2 If the BUYER assumes responsibility for supplying auxiliary personnel (electricians or other workers) required for some work relating to or supplementary to the SERVICES, such personnel must be duly qualified. The BUYER is responsible for complying with any and all legal obligations, whether labor-related or otherwise, that may apply to workers, under the terms of current legislation, and for scrupulously complying with any and all safety and hygiene rules in the workplace. PAKA shall not be held liable in any way whatsoever with regard to these employees. PAKA will provide the BUYER with the certificate issued by the tax authorities certifying that it has complied with its tax obligations under Decree-Law no. 236/95 of September 13, and any other document legally required.

6.3. The BUYER shall obtain, at its own expense and responsibility, all the licenses and authorizations necessary for PAKA to perform the SERVICES in accordance with the law.

6.4. Before PAKA begins to provide the SERVICES, the BUYER shall inform PAKA in writing of the manner in which it ensures compliance with all current regulations relevant to the provision of the SERVICES.

7. WORKING HOURS AND FACILITIES

 7.1. PAKA will, as far as possible, adapt the working hours of its employees or collaborators to the working hours of the premises where the SERVICES are provided. However, when it is necessary to avoid any interference with the industrial activity of the facilities, the Client must propose the alternative execution of work, compatible with the technical skills of the team in the field, or alternatively assume the costs associated with the interruption of work.

7.2. In any case, the working hours of PAKA employees or its subcontractors must always comply with the labor legislation and collective bargaining agreements applicable to their sector of activity with regard to working hours, overtime and night work, and breaks. If the number of hours worked is less than the legal limit for reasons not attributable to PAKA, without this circumstance having been taken into account in the preparation and presentation of the TENDER, the invoice will take into account the legal limit of daily working hours.

7.3. Regardless of the working hours adopted, the BUYER must provide PAKA’s employees and its subcontractors with the best possible working environment, particularly in terms of light, heating and safety.

7.4. The BUYER must provide PAKA’s and its subcontractors’ workers with the necessary facilities to carry out their work, namely access to changing rooms; space for meals; changing rooms; storage for materials, tools and equipment, security, etc.

8. SUBCONTRACTING

PAKA may subcontract part of the SERVICES. The subcontractors are indicated in the ORDER ACCEPTANCE. Any change in the subcontractors mentioned after ACCEPTANCE OF THE ORDER shall be notified in writing by PAKA to the BUYER. However, PAKA shall remain fully responsible for the quality and timing of the subcontracted SERVICES.

9. INDUSTRIAL SAFETY AND COORDINATION

9.1. The BUYER is exclusively responsible for any and all measures that may be necessary to protect health and safety at work, and is responsible for the information provided on the risks of the facilities where the SERVICES will be provided, as well as the measures that must be applied in the event of an emergency situation. The BUYER is also responsible for coordinating the execution of different contracts that may take place at the same time, as well as providing clarifications and training.

9.2. The BUYER shall adopt all necessary accident prevention measures
and will ensure that the relevant local and international standards, regulations and codes of conduct on occupational health and safety are complied with. This obligation aims, among other things, to ensure that installed lifting equipment such as cranes, hoists and rails comply with the relevant legislation and are in a safe condition. The BUYER shall provide all necessary assistance in the event of any PAKA staff member suffering an accident or falling ill.

9.3. The BUYER’s safety officer / supervisor or equivalent must be present on the BUYER’s premises while the SERVICES are being provided.

9.4. PAKA staff will, whenever necessary and appropriate, carry out an assessment at the BUYER’s premises to certify compliance with health and safety regulations. Whenever, as determined by PAKA, the conditions of the premises prove to be unsafe or when it appears unsafe to perform the SERVICES, PAKA shall have the right at any time to suspend the SERVICES or the performance of this contract, enjoying a reasonable extension of the period for completion of the provision of the SERVICES. In the event of suspension, PAKA shall not be deemed to be in breach of contract, nor shall PAKA be liable to the BUYER by virtue of such conduct, and the BUYER shall compensate PAKA proportionately for the steps taken until the suspension of the SERVICES or the performance of this contract.

10. DEADLINE FOR COMPLETION OF SERVICES

10.1. The ORDER specifies the deadline for completion of the SERVICES.

10.2. The deadline for completion of the SERVICES is modified on a case-by-case basis:

1. a) The BUYER requests modifications to the ORDER, which are accepted by PAKA and which in its opinion require an extension of the deadline;
2. b) The PURCHASER has not carried out the preparatory work, or the obligations, work, services or supplies have not been completed or fulfilled, or the necessary licenses and authorizations have not been obtained, in which case PAKA shall commence the provision of SERVICES only when such obligations have actually been fulfilled and sufficient proof thereof has been provided;
3. c) The BUYER has failed to comply with any of its contractual obligations indicated in the ORDER accepted by PAKA, in particular with regard to the payment obligation;
4. d) Events or combination of events occur which are unforeseeable and/or beyond PAKA’s control, which prevent or delay the scheduled provision of SERVICES, including, but not limited to: supplier, transport or service strikes, third party supply failure, transport system failure, floods, storms, riots, sabotage, accidental shutdowns of PAKA’s or its subcontractors’ work due to failures, natural disasters, declared or undeclared war, civil or with third countries, acts of terrorism or guerrilla warfare, riots, sabotage, explosions, earthquakes, failure of equipment or materials necessary for the performance of its contractual obligations, extensive military mobilization, insurrection, requisition, embargo, restrictions on the use of energy and defects or delays in deliveries by subcontractors caused by any cause of Force Majeure, etc.

10.3. If there is a delay in the SERVICES directly attributable to PAKA, the BUYER shall
will enforce the penalty clause previously agreed with the seller. The penalty clause is the only compensation to which the BUYER is entitled in the event of a delay in the SERVICES directly attributable to PAKA, even if the delay has been converted into a definitive default and the contract has been terminated, except in the event of intent or serious fault.

11. TEMPORARY OR DEFINITIVE INTERRUPTION OF SERVICE PROVISION

11.1. The Parties shall agree on a joint timetable for the provision of the SERVICES. If any unforeseeable circumstance or situation occurs and/or is beyond PAKA’s control that causes the provision of the SERVICES to be suspended, PAKA shall receive compensation from the BUYER for the hours lost, travel expenses of its personnel, accommodation expenses, immobilization of equipment and tools, etc. to cover the economic losses that such suspension not foreseen in the schedule may cause PAKA.

11.2. The BUYER may, for justified reasons external to PAKA and the commercial relationship
established herein, permanently interrupt the provision of the SERVICES. In this case, a plan for the orderly interruption of the event must be drawn up jointly by the parties. However, the BUYER shall reimburse PAKA in full for all damages caused by the permanent interruption.

12. INSPECTION AND ACCEPTANCE

12.1. Unless expressly stated in the ORDER and in the ORDER ACCEPTANCE, PAKA shall supervise the progress of the provision of the SERVICES. If the BUYER requires additional supervision, it must request PAKA’s approval, and such additional supervision shall be carried out at the BUYER’s expense.

12.2. Within 5 (five) working days of completion of the provision of the SERVICES, the BUYER shall carry out an inspection in order to detect any possible defects and/or faults that may be attributable to PAKA, immediately notifying PAKA of the existence of such defects and/or faults.

12.3. Unless the ORDER and/or ACCEPTANCE OF THE ORDER stipulates the conditions and deadlines of the acceptance tests agreed between the Parties, after 15 (fifteen) days from the completion of the provision of the SERVICES without PAKA having received notification of possible defects and/or faults, the SERVICES provided shall be deemed to have been accepted by the BUYER and the warranty period shall begin to run. The SERVICES shall also be deemed to have been accepted if the BUYER begins to use the facilities or equipment on which they have been provided by PAKA.

12.4. If the BUYER has arranged with PAKA for reception tests to be carried out on the SERVICES provided, these shall be carried out on the agreed dates, and the BUYER shall provide the auxiliary personnel and consumables necessary to carry out these tests, at its own expense. If these tests are not carried out on the agreed dates and conditions for reasons not attributable to PAKA, the SERVICES provided shall be deemed accepted by the BUYER.

13. GUARANTEES

13.1. Unless otherwise expressly provided in the PROPOSAL or in the ORDER ACCEPTANCE, PAKA warrants the SERVICES against defects, execution errors and start-up (if it is responsible for this) for a period of 3 (three) months from the date of acceptance of the SERVICES, whether express (consisting of the successful completion of the agreed final inspection and the sending of a letter of acceptance of the SERVICES) or tacit (15 days after completion of the provision of the SERVICES, without any written communication having been sent by the BUYER to PAKA regarding any non-conformity, in the event that the BUYER still begins to use the facilities or equipment on which PAKA has provided the SERVICES or if the tests are not carried out on the agreed dates and conditions for reasons not attributable to PAKA, pursuant to clause 12.3. and 12.4. above).

13.2 The guarantee stipulated in paragraph 1 of this clause consists of the correction of errors and defects recognized in the SERVICES. Repairs shall be carried out at PAKA’s premises or at the place where the SERVICES were originally provided, at PAKA’s choice. The BUYER shall be responsible for the work and costs arising from disassembly, packaging, loading, transportation, customs, taxes, duties, etc. applicable, due to the sending of defective material to PAKA’s premises and its return to the BUYER.

13.3. Repairs carried out during the warranty period may be carried out directly by PAKA or by any of its subcontractors, and PAKA will always be responsible for the proper execution of the work in both cases.

13.4. Repairs to specific elements or systems shall not affect the end date of the warranty period for the SERVICE provided as a whole, set out in clause 13.1. above. However, the specific element or system repaired will enjoy a 3 (three) month warranty from the date of completion of the repair.

13.5. This warranty does not cover damage or defects resulting from abnormal use of the equipment serviced by PAKA SERVICES. Any damage or defect caused by improper maintenance, incorrect or negligent storage and use, use of incorrect liquids or gases, as well as incorrect flows and pressure, faulty installations, variations in the quality of the power supply (voltage, frequency, disturbances in the network), modifications made without PAKA’s approval, installations carried out or subsequently modified in breach of the product’s technical instructions, and, in general, any cause not attributable to PAKA, are also excluded from the scope of the guarantee and will cause it to expire.

13.6. This guarantee shall also be deemed to have expired if, in the event that it is stipulated that the SERVICE is to commence in the presence of PAKA, this has not been complied with or, in the event of failure, measures are not taken to mitigate the damage caused by such failure.

13.7 Without prejudice to the provisions of this clause, PAKA shall not be liable for defects in the SERVICES for more than 6 (six) months from the beginning of the period set out in paragraph 1 of this clause.

14. LIMITATION OF LIABILITY

PAKA’s liability for its own acts, those of its employees, collaborators, representatives, subcontractors and suppliers that result in non-fulfilment of its contractual obligations, except in the case of willful misconduct or gross negligence, shall not exceed, in total, the value of the base price for the provision of the SERVICES and shall in no case include damages for loss of profits, loss of income, loss of use, loss of production, capital costs, costs arising from replacement equipment, installations or services, costs arising from unavailability, delays and complaints from the BUYER’s customers, or costs related to the interruption of operations, loss of anticipated savings, or other types of special, indirect or consequential damages (contractual, non-contractual, objective or arising from guarantees or others). The provisions of this clause shall not apply to any damage caused to the life, moral or physical integrity or health of persons.

15. COMPETENT LEGISLATION AND JURISDICTION

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