1.     Legal information

1.1.  According to article 10 of the Spanish Act 34/2002, of 11 July, regarding the information of company services and electronic commerce we provide the following information:

Name: GLOBAL ENERGY SERVICES SIEMSA SA (GES)

Address: Parque Tecnológico Bizkaia Edificio 407-48170 Zamudio– Vizcaya (Spain).

Tax I.D. number: A82509779

Telephone: (+34) 944 712 131

E-mail: ges@services-ges.com

Data of registration in Trade Register of Bizcay Page: 142  Volume: 5471

2.     Data protection

2.1.  By filling the registration or contact form, sending an e-mail or calling by telephone, your personal data shall become the responsibility of the company whose data are referred in 1. Legal Information.

Furthermore, the user is informed that his/her professional and contact data shall be provided for processing to other entities belonging to GES Group and to investee companies of any of the companies that make up GES Group.

2.2.  These data are used to respond to your request or query as soon as possible and to communicate with you commercially, because you provide us informed and freely for these purposes.

If you provide us with a curriculum, your data shall be used to incorporate it into present and future selection processes in our company and to communicate with you, even electronically, in relation to your application.

For other processing or purposes related to provision of our services or the development of our activity, you can request more information at our contact address.

2.3.  Personal data collected on our website are processed according to Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

2.4.  Moreover, we guarantee that personal data are processed in a lawful, fair and transparent manner, and are collected for specific, explicit and legitimate purposes, remaining limited to these purposes and updated if necessary. The identification of applicants shall not be allowed longer than necessary and their security shall be guaranteed by appropriate technical and organisational measures.

2.5.  Once the data are not necessary for the purposes for which they were collected, they shall be preserved at the disposal of the competent public administrations during the legal terms of preservation, that is to say as long as an act may require us to present them. If these time limits expire, they must be deleted.

2.6.  You may exercise the rights of access, rectification, erasure and objection as well as other rights granted by the legislation on the protection data regarding personal data by submitting a copy of an identification document to GES - Parque Tecnológico Bizkaia Edificio 407 - 48170 Zamudio – Vizcaya (Spain).

2.7.  You can find further information regarding your rights or lodge a complaint to the competent authority of control at the Spanish Data Protection Agency http://www.agpd.es - C/ Jorge Juan, 6. 28001 – Madrid (901 100 099 - 912 663 517).

3.     Limitation de Liability

3.1.  GES provides the corporate website as a means of publicising its products and services and allowing the contact with clients. The information of the website is presented only for indicative or informative purposes and shall not be considered biding at any time. For contacting the products or services of the entity, the provisions of budgets and contracts duly formalized shall apply.

3.2.  The entity is not responsible for any possible informatics damage that user may suffer while visiting our website, understanding that these cannot be attributed to the entity.

3.3.  The entity is also not responsible for the content of sites managed by third parties that are linked from the website, and such links shall not imply the existence of any kind of relationship by GES with those third parties.

4.     Intellectual Property

4.1.  All the contents in this website, understanding as such texts, drawings, graphics, photographs, images, videos, music, code, the design of the same and any other creation are propriety of GES or its respective owners by means of the corresponding licence, authorization or transfer of rights and are protected in function of the legislation regarding Intellectual and Industrial Property.

4.2.  Under no circumstances shall it be understood that making the website available to the public constitutes surrender, transfer or licence of rights that GES has over these contents.

Any use of the contents our website, including modification, copying, reproduction, transmission, etc. is prohibited without the previous written authorization of the entity.

GENERAL CONTRACTING TERMS AND CONDITIONS

1. SCOPE OF APPLICATION.

1. This document contains the General Conditions of Purchases and Services under which all contractual relations between GES and the other party (supplier, subcontractor, customer, etc.) shall be governed.
2. Any amendment or alteration to these General Conditions must be set out in a specific contractual document or in special conditions, which must be made in writing and signed by the parties involved.
3. These General Conditions shall constitute, together with the contracts, purchase orders, particular conditions, and other legal documents, the Contractual Documents to which any contractual relationship between GES and the Suppliers/Subcontractors shall be subject from 8 May 2020.
4. Any conditions or specifications which the supplier may include and which contradict these conditions shall be ineffective.

2. PURCHASE ORDERS

1. Purchase Orders constitute a part of the Contractual Documentation, which formalises the intention of GES to acquire the goods and/or services from the Supplier or Subcontractor as mentioned therein, under the exact terms set out in the Purchase Orders and in the applicable Contractual Documents.
2. The acceptance of a Purchase Order by the Supplier or Subcontractor implies full knowledge and agreement without reservations or limitations to the respective content and to that of the other applicable Contract Documents.
3. The acceptance of a Purchase Order must be confirmed in writing to GES within the period indicated in the Purchase Order itself or, in the absence of any indication, within five working days of its receipt. Otherwise the Purchase Order shall not be valid.
4. Only those "Change Orders" for which the amount is less than 3% of the total contract price shall not require a PO to be issued. In these cases, all the "Change Orders" for less than 3% shall be collected in a single PO until this amount is reached.

3. LEGISLATION HIERARCHY

1. These General Contracting Conditions shall be applicable to all that is not expressly regulated in the Contract, PO and particular conditions thereof. They shall always take precedence over the General Contracting and/or Purchasing Conditions of the Supplier/Subcontractor.

4. GENERIC OBLIGATIONS OF THE SUPPLIER/SUBCONTRACTOR

1. The Supplier/Subcontractor undertakes to:
■ Comply with all legislation, rules and regulations applicable to the activity it carries out and, in particular, to the supply/execution of the goods and/or services contracted.
■ Obtain and maintain in force all authorisations, permits, licences and other formalities necessary for the exercise of its activity in general and those applicable to the supply/provision of services in particular.
■ Comply with and make all personnel involved in the supply/provision of services to comply with all applicable labour and regulatory rules regarding health and safety and hygiene at work, as well as to ensure the adoption of all environmental and sustainability practices required by law, by general regulations and by the specific rules of GES.
■ The Subcontractor/Supplier exonerates GES from any kind of liability that could correspond to it as a consequence of the non-compliance   of its obligations as an employer, arising from affiliation to the Social Security, Labour Mutualism, work accidents, penalties and fines.
■ Ensure that it is up to date with its tax and social security obligations. Failure to submit the documentation proving that it is up to date with the payment of salaries, social security and all its tax obligations shall result in the payment of the certification being suspended until all the documentation has been provided. These facts may also be grounds for termination of the contract.
■ Maintain in force all insurance policies required by law and those necessary to carry out its activity and those required in each case.
2. Human resources provided by the Supplier/Subcontractor:
■ The partner to whom the Supplier/Subcontractor resorts for the execution of the supply shall be subject to the supervision, management and authority of the Supplier/Subcontractor, and therefore the Supplier/Subcontractor undertakes to ensure compliance with all the Legislation, Rules and Regulations applicable to the relationship established with these partners, specifically those referring to the entry and stay of foreigners in the territory of the jurisdiction applicable to the order, being the sole and absolutely responsible party for the obligations resulting from the applicable legislation.
■ Failure to comply with the obligations described in the previous paragraph shall lead to the imposition of the penalties set out in clause 11.1.
3. Unless expressly authorised in writing by GES, total or partial subcontracting, as well as partial or total assignment, is forbidden.
4. The Supplier/Subcontractor shall assume full non-contractual responsibility for any and all damages, whether pecuniary or non-pecuniary, caused by it, its partners and its Subcontractors to GES, GES' partners, customers, employees and/or to any third party.
5. In the event that the Supplier/Subcontractor fails to comply with any of its obligations, GES shall have the right to incorporate another alternative Subcontractor, thus ensuring that the execution of the work is not interrupted, regardless of any legal claims it may have against the Supplier/Subcontractor. GES shall be entitled to pass on to the Supplier/Subcontractor the costs of the alternative Subcontractor/Supplier hired to carry out the activities initially contracted with them.
6. The Supplier/Subcontractor has the obligation to maintain the state of cleanliness that shall be checked at the end of each day; it is therefore necessary that the Supplier/Subcontractor move the packings, leftover materials and any type of residue to the places that are destined for these, fulfilling the Safety Plan and the Regulations in force at all times.

5. EXECUTION OF THE SUPPLY

1. The Supplier/Subcontractor undertakes to execute the supply/provision of services in accordance with all requirements, technical specifications and annexes, in the agreed amounts and within the contracted time limits.
2. The Supplier/Subcontractor shall inform GES within a reasonable time of any circumstance that may hinder or condition the full and timely fulfilment of the supply/provision of services.
3. The Supplier/Subcontractor, unless expressly authorised in writing by GES, may not sub-contract the agreed work/supplies in whole or in part, nor transfer them, either in part or in full.
4. The Supplier/Subcontractor is not authorised to make deliveries or carry out partial executions, unless this has been approved in writing by GES. In this event, the Contract shall not be deemed fulfilled until complete delivery has taken place. The goods shall have to be supplied with the certificates agreed between GES and the Supplier/Subcontractor at the time of the negotiation and with the corresponding results. Otherwise, GES is entitled to decline their acceptance.
5. In the event of a conflict between technical or regulatory standards or applicable legislation, the Supplier/Subcontractor must comply with the most demanding standard and, if this cannot be determined, that indicated by GES.

6. DELIVERY

1. Delivery shall be made at the time and place expressly stated in each order or specific conditions.
2. When applicable, all supplies must be accompanied by a delivery note or equivalent document, with the legal information required for this purpose and identification of the corresponding Purchase Order, as well as the technical documentation to be delivered to GES.

3. Non-observance of the deadlines, when these are attributable to the Supplier/Subcontractor, shall give GES the right to:

• Consider the order as firm by applying to the Supplier/Subcontractor a 2% penalty on the amount of the delayed products, for each full week of delay with a limit of 20% of the total order, being able to pass on compensation in the event that the delay has caused damage to GES. The maximum amount of such compensation shall be the total amount of the order.
• Penalties and/or compensation shall be applied through the Supplier/Subcontractor issuing a credit note or corrective invoice.
• GES may cancel the order if the delay exceeds 6 weeks, in which case it shall be sufficient for GES to notify this in writing; this fact shall not imply any obligation or cost for GES beyond those incurred up to the date of the withdrawal-cancellation of the order. The Supplier/Subcontractor shall also compensate GES for any damage or loss that the delay may have caused to it, with a maximum limit of the total amount of the order.

4. The acceptance of the goods supplied and/or the services provided outside the delivery times does not in any way imply that GES waives the above-mentioned rights. In the event that the Supplier/Subcontractor delivers the goods or services at an earlier date than agreed, GES shall have the right, at its discretion, to return them to the Supplier or to store them, with the costs for the return, guarantees, insurance and storage, as the case may, being borne by the Supplier/Subcontractor.

7. QUALITY CONTROL

1. The Supplier/Subcontractor shall be responsible for the quality of the goods and services supplied to GES.
2. GES shall have the right, at any time and even after delivery, to carry out inspections, audits, valuations and tests of materials and processes that prove to be suitable for the quality control of the goods and services. GES shall have 15 calendar days to carry out the inspection, except in cases of force majeure where this period could be extended until the case in question ceases to exist. The Supplier/Subcontractor shall facilitate and collaborate with GES in these inspection tasks.
3. If during the inspection actions GES detects any non-conformity with the established contractual conditions, the costs of the actions in question shall be assumed by the Supplier/Subcontractor, without prejudice to other rights that may correspond to GES under the terms of the contract and the applicable legislation.
4. In the same way, the goods or services rejected by GES' Quality Control, or by any of its responsible parties, may be returned to the Supplier/Subcontractor at the latter's own cost. The Supplier/Subcontractor shall be obliged to replace them at their own cost, without prejudice to GES claiming the corresponding compensation for the damage caused, with the maximum limit of the total amount of the order.
5. In any case, all costs incurred by the handling, manufacture, repair and/or disposal of the Products and/or services that are defective or not in accordance with the stipulations shall be borne by the Supplier/Subcontractor. Likewise, if the Supplier/Subcontractor does not take the appropriate measures, GES shall be entitled to hire a third party to act as the Supplier/Subcontractor and pass on the costs to the latter.

8. PACKING

1. The goods to be supplied must be properly packaged and conditioned so as to maintain their state of preservation in accordance with their usual form of storage. The packaging for the goods shall be at the Provider's expense, and no surcharge for this item shall be admitted, unless this has been expressly agreed.

9. INVOICING AND PAYMENT METHOD

1. Invoices shall be issued and sent to GES on a monthly basis, and these must be accompanied by their corresponding delivery notes, which are duly signed. Invoices must include the GES order number and work number, which are essential for the payment of the invoices. The taxes that may result from the supply or service, like any other State, Province, Municipal or Community tax, shall be borne by the Seller, with the exception of the corresponding VAT to be applied.
2. Invoices may be returned if they do not comply with the applicable provisions, if the values or amounts invoiced are incorrect or if they do not conform to the goods or services supplied. In the event of a return, the start of the payment period shall start from the date of receipt of the new, duly corrected invoices.
3. Payments shall be made according to the payment conditions indicated in the order, which as a general rule, shall be made by transfer within 60 days of receipt of the invoice, with the 15th and 30th of each month being payment days; if this is a non-working day, payments shall be made on the next working day.
4. The following information must be correctly identified in order to process the invoice:

• Order number (SAP activation number) to which they refer.
• Bank details. If there are changes in the bank accounts, the application must be accompanied by the corresponding certificate of ownership issued by the beneficiary financial institution, which was issued not more than six months ago.
• Correct tax data of both the issuer of the invoice and the CUSTOMER.
• An invoices must be sent in Pdf format, which cannot be changed, by e-mail to   the following address: ges hp invoices@services-ges.com
• Reception number provided by the system at the moment the certification is received.

10. GUARANTEES AND BONDS

1. The Supplier/Subcontractor guarantees that the work or supply is free of any defects and/or fault in the design or manufacture and that the materials are in accordance with the quality control system set out in the drawing specifications and other instructions.
2. If not stipulated in the contract or PO, the guarantee period shall be at least 24 months from the approval of the Provisional Certificate of Approval.
3. The Supplier shall be obliged to correct, at its own expense, all the defects corresponding to the goods and services that are the object of the order (Defective Products) within the deadlines set by GES for this purpose and under the conditions that GES considers satisfactory.
4. In the event that the Supplier does not proceed with the correction of defects under the terms described above, as well as in urgent cases in which such immediate correction is necessary to prevent greater risks or damage, GES shall have the right, at the expense of the Supplier, to omit this provision, or to order its omission by third parties designated by it, due to the defects detected.
5. Upon receipt by the Supplier of notification of defects by GES, the guarantee period shall be suspended. In case of replacement shipments and subsequent repairs, the guarantee period shall begin again for the replaced or repaired parts; it shall be extended by that replacement period.
6. The supplier/subcontractor agrees to provide a bank guarantee for the Advance Payment, which guarantees the payment to be made by GES with the confirmation of the PO/signature of the contract, which shall remain in force until two months after the effective delivery of the supply/correct execution of the works. Likewise, the Supplier/Subcontractor must provide a Parent Company Guarantee, which guarantees full compliance with the obligations. This guarantee must be provided at the time of the advance payment of the first invoice by GES.
7. The Supplier/Subcontractor agrees to grant, within 5 working days of the receipt of the order, a Bank Performance Bond Guarantee in favour and to the entire satisfaction of GES, for an amount equivalent to 20% of the total amount of the order, in order to guarantee any incident in the fulfilment of the order and its delivery dates.
8. Likewise, the Supplier/Subcontractor agrees to grant within 2 working days from the approval of the Provisional Certificate of Approval a guarantee in favour of GES for an amount equivalent to 10% of the total amount.
9. The bank guarantees shall be issued by entities of recognised prestige and with a minimum long-term rating of BBB+ according to S&P or Fitch or Baa1 according to Moody's. In the event that the rating of the guaranteeing entity is downgraded, the supplier undertakes to replace the guarantees with those of an entity that meets the minimum rating within 15 days.

11. PENALTIES

1. Apart from the penalties for delay, regulated in clause 6.3 of this document, the non-compliance of any obligation constitutes the right of GES to demand from the Supplier, a value of 2% of the price of the goods or services in question, for each non-compliance that is verified.
2. Penalties applied under the terms of the previous clause or other provisions of the Contract shall be considered net and payable credits, and GES is authorised to offset such credits against any present or future debt it may have with the Supplier.
3. The payment of the penalties shall not hinder GES' right to claim compensation for excess damages.

12. CONFIDENTIALITY AND DATA PROTECTION

1. Any confidential information disclosed in connection with the order and/or contract between GES and the Supplier/Subcontractor must be secured by means of a Confidentiality Agreement.
2. In the event that the conclusion of a Confidentiality Agreement is not required, the Supplier/Subcontractor undertakes to safeguard all the information that it receives from GES, maintaining the utmost diligence in the processing of this information.
3. Both GES and the Supplier know and are obliged to comply with Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016, on data protection (GDPR), as well as Organic Law 3/2018, on Personal Data Protection and guarantee of digital rights and its development regulations.
4. With regard to the personal data to which the Supplier has access for the purpose of providing the service, these are the exclusive property of GES and shall be understood to have been provided voluntarily by the Supplier and shall only be used for the purpose of providing the required services.

13. TERMINATION

1. GES, may cancel the order, in whole or in part, after giving written notice to the Supplier/Subcontractor. On receipt of this communication, the Supplier/Subcontractor shall cease all work or supplies related to the order.
2. The cancellation charges shall respond to those duly justified expenses incurred by the Supplier/Subcontractor up to the date of cancellation and may not amount to more than 5% of the total value of the Order.
3. Partial termination: in those contracts where there is more than one order, the termination of the contract in respect of one or more services shall not necessarily mean the termination of the supply of the remaining orders covered by the contract.
4. Unforeseeable circumstances or force majeure: In the event that unforeseeable objective circumstances occur or, being foreseeable, are unavoidable, which are beyond the control of the parties and that prevent the fulfilment of the respective obligations, none of the parties may be held responsible for the non-fulfilment of such obligations under the terms of the applicable law; Spanish legislation and the definition given therein of Force Majeure shall be complied with. The Supplier/Subcontractor must inform GES in writing, as soon as possible, and in any case within a period not exceeding 5 days from the date on which it becomes aware of the circumstances, their cause, the mitigation plan, and the foreseeable beginning and end of the situation of force majeure. The following circumstances shall not be considered as unforeseen circumstances or force majeure:

• Lack of manpower and/or materials;
• Delay or non-compliance by subcontractors
• Strike, lock-out and other labour dispute resolution measures

        5. Any breach of the Supplier's/Subcontractor's obligations under these General Conditions shall be grounds for termination of the contract. Likewise, any costs incurred by GES in contracting third parties to mitigate the damage or delay caused by the Supplier/Subcontractor may be passed on to the latter.

14. APPLICABLE LAW AND JURISDICTION

1. Unless expressly agreed otherwise, these General Conditions shall be interpreted and applied in accordance with Spanish legislation.
2. All disputes arising from the Contract (or Order) shall be submitted to the jurisdiction of the place of GES' headquarters or to the jurisdiction of the place of compliance of the obligations of the Supplier/Subcontractor, at GES’ discretion. The parties hereby waive any other jurisdiction that may apply and agree not to bring actions or proceedings arising from these General Conditions in other courts.

15. DIVISIBILITY

Should any of the conditions or terms become individually void or invalid, this shall not affect the validity of the remaining provisions. In that case, the provision that is partially or completely invalid shall be replaced by a similar provision, whose economic success is as close as possible to the invalid provision.