B2B GENERAL TERMS AND CONDITIONS OF SALE

Article 1. Definition of the Parties and Contractual Purpose

1.1. These General Terms and Conditions of Sale (hereinafter, the “GTCS”) govern the contractual and commercial relationships between INDUSTRIAS ROYAL TERMIC, S.L. (hereinafter, “ROINTE”) and its professional Customers. For the purposes of these GTCS, Customer shall mean exclusively any natural or legal person that purchases ROINTE products for a purpose directly related to their professional, business or commercial activity, such as wholesalers, distributors, installers or any other professional in the sector.

1.2. The contractual relationship between ROINTE and the Customer is exclusively professional in nature (B2B) and shall be governed by the applicable commercial regulations, in particular the Commercial Code, and by these GTCS. Accordingly, the legal consumer and user protection regime shall not apply between the parties.

1.3. The purpose of the contract is defined as the professional purchase and sale, distribution and marketing of heating and climate control systems and equipment, associated control devices, accessories and spare parts under the ROINTE brand, or under any other brand manufactured or marketed for the Customer.

1.4. The placing of an order by the Customer shall imply full and unreserved acceptance of these GTCS, which the Customer acknowledges as having known and accepted prior to placing the order.

1.5. Any clause included by the Customer in any document or communication issued by the Customer that conflicts with these GTCS shall be invalid unless expressly accepted by ROINTE in a specific written document.

Article 2. Catalogue, offers and orders

2.1. The contents of catalogues, technical data sheets and price lists are for guidance only and may be modified without prior notice. ROINTE reserves the right to correct at any time any typographical, technical or descriptive errors contained in catalogues, price lists or promotional material.

2.2. ROINTE reserves the right to modify, update or withdraw products from its catalogue at any time as a result of product range development or commercial decisions. If a product included in an order is discontinued or is not available when the order is being prepared, ROINTE may propose to the Customer a model from the range that is similar to the model stated in the order.

2.3. Orders placed by the Customer shall constitute an offer to purchase. The order shall be deemed accepted by ROINTE by any of the following acts: (i) issuing an order confirmation, (ii) preparing or dispatching the products requested, (iii) issuing the invoices, or (iv) any written communication of acceptance by ROINTE. All orders must contain the exact specification of the products designated, as well as any applicable commercial condition. Once the order has been accepted, the Customer waives the application of its own general terms and conditions. Any note or condition included by the Customer in the order that conflicts with the current GTCS shall be considered null and void.

2.4. The cancellation of all or part of an order shall not be accepted unless confirmed in writing by ROINTE, and the Customer shall bear all costs arising from such cancellation.

2.5. An order may not be cancelled (i) where it concerns special units and manufacturing has commenced, and/or (ii) where shipment has been made by ROINTE.

Article 3. Pricing and Invoicing Policy

3.1. The prices applicable to ROINTE products are those established in the Price List in force at the time of order confirmation, in accordance with Article 2. Price Lists, price schedules and commercial offers are merely indicative and may be modified by ROINTE at any time without prior notice, without affecting orders already in progress.

3.2. The prices indicated by ROINTE are exclusive of Value Added Tax (VAT) and any other tax that may be legally applicable, which shall be charged to the Customer on the invoice in accordance with the regulations in force.

3.3. Payment terms shall be those agreed and specified in the order confirmation or in the specific commercial agreement in force between the Parties. Unless expressly agreed otherwise, the maximum payment term shall comply with Law 3/2004 of 29 December, establishing measures to combat late payment in commercial transactions.

3.4. The professional Customer is obliged to pay the full amount of the invoices issued by ROINTE within the agreed term. Any unilateral deduction, withholding, set-off or reduction made by the Customer from the amount of the invoices due is expressly prohibited and shall be considered a partial or total non-payment. This prohibition includes, but is not limited to, the deduction of amounts relating to: (i) alleged defects or lack of conformity of the products (including labour or travel costs), (ii) commercial returns of non-defective material that have not been previously accepted and documented by ROINTE, (iii) rebates, volume bonuses or any other self-calculated commercial incentive or any incentive not yet settled and formalised by ROINTE, and (iv) penalties of any kind imposed unilaterally by the Customer.

3.5. Total or partial failure to meet payment deadlines shall automatically trigger, without the need for any prior demand or notice of maturity, the Customer’s obligation to pay late-payment interest in accordance with Law 3/2004. The applicable interest rate shall be the rate set by the European Central Bank plus eight (8) percentage points. In addition, the Customer shall be obliged to pay compensation of forty euros (€40) for each overdue and unpaid invoice as collection costs, without prejudice to ROINTE’s right to claim any additional debt recovery costs where these are higher. Any partial payment received shall be allocated first to the cancellation of late-payment interest and accrued costs, and the remainder to the principal of the oldest invoice.

3.6. The only valid route recognised by ROINTE for reducing a payment obligation or cancelling an invoice is the formal issue of a Credit Note with its corresponding numbering and reference, generated by ROINTE’s Administration Department. This Credit Note shall only be issued after receipt, inspection and technical validation by ROINTE’s Technical Support Service (SAT) confirming that the return or warranty claim is justified (Articles 5 and 6).

3.7. Any unilateral deduction by the Customer shall be classified as a serious breach of contract and shall entitle ROINTE, without the need for any additional notice, to demand immediate payment of the withheld balance plus accrued late-payment interest. Likewise, and without limitation, ROINTE may immediately suspend the processing, supply and/or delivery of all pending orders, as well as automatically and definitively cancel any right to rebates, commercial bonuses, volume discounts or any other incentive that the Customer may have accrued, agreed or pending settlement.

3.8. By accepting these GTCS, the professional Customer expressly authorises ROINTE, at any time during the commercial relationship, to request and analyse company solvency, credit and surety reports or any other available financial diagnostic tool in order to assess the Customer’s payment capacity and credit risk. If, in ROINTE’s reasonable judgment, a significant insolvency risk or deterioration in the Customer’s financial position is detected, ROINTE shall be entitled to require additional guarantees, amend the payment terms to advance payment or cash on delivery, and/or suspend the processing or delivery of any pending order.

Article 4. Delivery Policy

4.1. The products are delivered packaged, with brackets, screws and wall plugs, the cost of which is included in the final sale price. Unless otherwise agreed in writing, all ROINTE sales shall be deemed to be made under EXW terms at ROINTE’s dispatch logistics platforms: delivery of the goods and the consequent transfer to the Customer of the risk of loss or deterioration occur at the precise moment when the products are made available to the carrier, whether the carrier has been contracted by the Customer or by ROINTE on the Customer’s behalf. Once the goods have been delivered, ROINTE shall be released from any liability for events, incidents, breakages, shortages or delays that may occur during transit to the destination intended by the Customer. Any claim for damage arising from transport must be brought exclusively against the transport company, in accordance with Law 15/2009 on Contracts for the Carriage of Goods by Road.

4.2. Delivery of the products shall be accompanied by a delivery note stating the order identification number, the Customer’s details and the products delivered to the Customer, with the corresponding breakdown according to their characteristics.

4.3. Delivery times stated in the order confirmation are indicative. Delays in delivery times shall not, under any circumstances, entitle the Customer to require ROINTE to pay delay penalties, damages or compensation, or to cancel the order.

4.4. Upon receipt of the order, the Customer must check the goods in the presence of the carrier. In the event of visible damage to the packaging, breakage, loss or substitution, this must be recorded on the carrier’s delivery note and notified to ROINTE within two days of receipt by email to [email protected], attaching a copy of the delivery note with the damage noted and supporting photographs. Such notification is mandatory where transport is carried out by ROINTE.

4.5. After the two-day notification period to ROINTE has expired, the Customer shall be responsible for exercising any action against the carrier in the event of damage, loss, breakdown or delay. Where the Customer assumes responsibility for shipment, ROINTE shall not be liable for any claim arising from damage suffered during such shipment.

4.6. The Customer must notify ROINTE of the establishments, warehouses or logistics centres that constitute its usual delivery address. ROINTE shall make deliveries to that address. Exceptionally, the Customer may request delivery of the material to an address other than the usual address, in which case it must notify ROINTE in writing when placing the order. The Customer shall assume full responsibility arising from delivery to an address other than the usual address, including identification of the recipient, accessibility of the delivery location, receipt and inspection of the goods, unloading conditions and any additional costs arising from such delivery. ROINTE shall be exempt from any liability arising from incidents that may occur at such addresses.

4.7. With regard to shipping costs, orders below 600 euros shall always be subject to shipping costs, which shall be borne by the Customer: (i) shipments to Ireland: 60 euros; (ii) shipments to Northern Ireland: 60 euros; (iii) shipments to any other destination not expressly listed: shipping costs must be consulted in advance. For spare parts orders, shipping costs must be consulted in advance.

4.8. In the cases described, shipping costs shall amount to the sums set out in this section, except for orders above 601 euros and shipments to other destinations not expressly listed, whose shipping costs may be higher and shall be included in the order price.

4.9. ROINTE is not obliged to deliver the products where there are reasonable grounds to consider that the Customer may fail to meet its payment obligations, such as non-payment or delays in previous payments, reduction or withdrawal of cover by credit insurers, or any other circumstance that, in ROINTE’s judgment, may jeopardise collection of the products.

Article 5. Returns Policy

5.1. ROINTE may, on a strictly discretionary basis, grant the Customer the possibility of returning non-defective products. Such returns must be requested in advance, authorised and managed exclusively through the official channels enabled by ROINTE. These products must be identified by their model, serial number and original purchase invoice. The risks and transport costs arising from the return shall be borne entirely by the Customer. The maximum and non-extendable period for requesting a return is 30 calendar days from the purchase invoice.

5.2. By accepting the GTCS, the Customer expressly and in advance consents to the application of a review and inspection protocol for returned material.

5.3. For a return to be accepted by ROINTE, the product must be in perfect condition and working order for sale. This requires cumulative compliance with the following requirements: (i) it must retain its original serial number intact and be perfectly identifiable, (ii) it must be returned in its original box, which must be factory-sealed, unbroken and unmarked, (iii) the equipment must not have been installed, handled or show any aesthetic marks (scratches, dents, etc.), and (iv) it must function correctly.

5.4. If, following the technical inspection carried out at ROINTE’s warehouses, it is determined that the returned material is not eligible for credit, ROINTE shall notify the Customer of this in writing and shall make it available for collection for 15 days. If the material is not collected, ROINTE shall be entitled to dispose of the abandoned material by any means it considers appropriate, without the Customer having any right to claim any amount for the value of such material.

Article 6. Scope of the Warranty

6.1. The technical warranty granted by ROINTE is governed strictly by the provisions agreed in these terms and conditions. This cover protects exclusively against manufacturing defects or internal technical flaws inherent to the product that are expertly and definitively validated by ROINTE’s Technical Support Service (SAT).

6.2. The warranty is limited solely and exclusively to the repair or replacement of the defective material, at ROINTE’s technical discretion. This warranty does not cover, under any circumstances, costs arising from labour, travel, subsistence, auxiliary lifting or dismantling equipment required to remove the product, nor the costs of reinstallation at the end user’s site. Such costs shall be borne entirely by the Customer, who acts as the party directly responsible for carrying out the service vis-a-vis its own customer.

6.3. Any technical handling, opening of seals, dismantling of electronic components or attempted repair carried out by the Customer or by third parties not expressly authorised in writing by ROINTE shall result in the immediate and irrevocable voiding of the warranty. Likewise, cover shall cease if the defect results from faulty installation that does not strictly follow ROINTE’s technical manuals, unstable electrical supply, or use of the product in environmental conditions outside the specified tolerance ranges.

6.4. It is expressly established that application of the warranty does not interrupt or extend the payment term of the original invoices, nor does it give rise to any right to compensation for damages, loss of profit or business interruption losses arising from the equipment being out of service.

Article 7. Referral of End Customers and Direct Management of Warranties

7.1. The Customer is solely and exclusively legally, commercially and technically responsible to its own customers for the purchase and sale, installation and commissioning of ROINTE products. The contractual relationship between ROINTE and the Customer is strictly professional and does not create any direct or indirect relationship between ROINTE and the end consumer, except as legally provided and in very exceptional cases where it is impossible or excessively burdensome for the end consumer to pursue the seller. Consequently, the legal warranty owed to the consumer is an obligation falling entirely on the Professional Customer, who acts as the direct seller.

7.2. Referral by the Customer of the management of a warranty claim directly to ROINTE’s technical services (SAT) is an exceptional option that requires a prior formal request and ROINTE’s express written acceptance. To refer the management of a warranty claim, the Customer must provide the product and consumer details, attach the final sales invoice for the product issued to the consumer, and submit all available technical, photographic or diagnostic documentation.

7.3. ROINTE’s acceptance of direct management of an incident with the end consumer shall not, under any circumstances, imply the assumption of direct liability towards that third party. ROINTE shall act at all times as a technical agent in the name and on behalf of the Professional Customer, limiting its intervention to the verification of the manufacturing defect, repair or replacement of the defective material, in accordance with the warranty terms established in Article 6 of the GTCS. The Professional Customer is responsible for informing its purchaser of these warranty terms.

7.4. Under no circumstances may the amount of the warranty assumed by ROINTE exceed the purchase amount.

Article 8. Protocol for the management of defective products and impact on commercial benefits

8.1. This article shall apply both to professional warranties (Article 6) and to direct warranty management (Article 7), in cases of alleged faults which, following technical diagnosis in ROINTE’s laboratories, demonstrate correct operation of the equipment or a diagnostic error not attributable to the product.

8.2. In the event of an unjustified return, ROINTE reserves the right to charge the Customer the full amount, plus review and transport costs, which may be deducted from any commercial benefit or financial incentive of the Customer.

Article 9. Warranty Exclusions

9.1. The warranty is valid only if ROINTE’s manuals and the applicable technical regulations are strictly followed. Damage caused by unsuitable location, lack of ventilation, non-original brackets or incorrect heat-load calculations by the professional is excluded.

9.2. Damage caused by electrical anomalies (surges, lightning, lack of earthing or fluctuations) is excluded. It is the user’s responsibility to have the appropriate circuit-breaker protections in place.

9.3. Natural wear and tear, lack of cleaning, improper use, impacts or abrasive products are not covered. The use of unauthorised spare parts or technicians voids the warranty.

9.4. In coastal areas (within a 1 km radius), the warranty on the aesthetic finish and product body is excluded, and cover is limited solely to the internal electronic components.

9.5. ROINTE owns the applications (Apps) available for controlling devices equipped with this functionality. The Apps are considered an additional feature and complement the operation of the device without preventing its essential functions; their use may therefore be optional. Accordingly, they are considered a service and are not included in the warranty cover for the physical product.

9.6. ROINTE shall establish the minimum requirements for mobile devices or domestic Internet networks necessary for the correct operation of these services, and shall not be responsible for the obsolescence of mobile phones or routers as a result of the natural evolution of the global digital ecosystem. Likewise, ROINTE shall guarantee the compatibility of its Apps with the most widely used operating systems, such as iOS or Android, without extending this obligation to other operating systems not declared in the technical details, nor is service guaranteed during adaptation periods to the evolution of those operating systems.

9.7. ROINTE shall not be liable for temporary suspension of the service due to external causes or force majeure, provided that such temporary interruption has not compromised the essential operation of the device.

Article 10. Retention of Title and Intellectual Property

10.1. The Customer is authorised to use the brand, trade name, current logo, graphic elements and other distinctive signs in relation to ROINTE products solely for the purpose of enabling their identification and promotion and in ROINTE’s exclusive interest. This right of use does not grant the Customer any ownership right.

10.2. Copying, registration or manufacture by the Customer, as well as any marketing, advertising or use not corresponding to the provisions of these general terms and conditions, is prohibited.

10.3. The Customer may not register any industrial or intellectual property derived directly or indirectly from ROINTE products.

10.4. The Customer shall have no rights over the trademarks, designs, domain names, patents, signs, trade names, product references and other distinctive signs belonging to ROINTE, and undertakes to ensure that they are not confused with its own.

10.5. With regard to ROINTE’s graphic elements, such as logos or photographs, the Customer is authorised to use and reproduce them, strictly respecting the image quality and format of the original graphic elements. The Customer is prohibited from modifying or using them in any way that could damage the brand image of ROINTE or its products. In any photograph taken of the product for identification and promotional purposes, the ROINTE brand, or a reference to it being the ROINTE brand, must always appear.

10.6. The Customer’s right to use ROINTE’s trademarks, trade names or other distinctive signs shall expressly terminate when commercial relations with ROINTE end for any reason.

10.7. In the event that products are designed or manufactured by ROINTE at the Customer’s express request, any information and documentation relating to the industrial and intellectual property of the product – including the product itself and each of the parts comprising it – shall be the exclusive property of ROINTE, as shall any protection rights generated from them.

Article 11. Confidentiality

11.1. By placing the order, once the goods have been delivered, the Customer undertakes to: (i) treat the Confidential Information with the utmost diligence, using it only for the commercial relationship and preventing any disclosure to third parties without ROINTE’s written permission; (ii) keep such information separate from its own information and implement security measures to protect it; and (iii) refrain from establishing relationships with third parties that compromise this duty and ensure that its employees (present or former) comply with confidentiality.

11.2. The confidentiality obligation shall remain in force even after the commercial relationship has ended for any reason.

Article 12. Data Protection

12.1. The data shall be processed exclusively for the performance of these terms and conditions and for compliance with legal obligations.

12.2. They shall be processed for the duration of the relationship and kept blocked for the applicable statutory limitation periods before deletion.

12.3. Data shall not be transferred to third parties except where legally required. You may exercise your rights (access, rectification, erasure, etc.) by email at [email protected] or by post at P.I. Vicente Antolinos, C/E, P-43, 30140 Santomera (Murcia).

Article 13. Governing Law and Jurisdiction

13.1. For any dispute, the parties agree to submit to the jurisdiction of the Courts of Dublin (Ireland).