General terms & conditions of sale Elastec S.L.

Scope of application

1. These general terms and conditions of Sale (“Agreement”), apply to all sales, deliveries and or services provided by Elastec S.L (“ELASTEC”) and affect all quotations and invoices, except on those cases where particular arrangements are agreed with the Customer (“CUSTOMER”) and written down.
2. These general terms and conditions of Sale will be acknowledged by the CUSTOMER on the moment the quotation is accepted or a firm purchase order is emitted.
3. These general terms and conditions of Sale can only be modified by written agreement of both parties, ruling every contract or purchase until it becomes extinct. In the event that ELASTEC would modify these general terms and conditions of Sale, any modification would not affect any contract accepted before the date of the modification.

Quotations and purchase orders

1. The quotations and offers presented by ELASTEC or any middle representative are not binding up to the moment they are confirmed by ELASTEC via written media. There will be no contract until the moment there is written confirmation from ELASTEC.
2. Orders can be placed via email, telephone and physical store.
3. Customers will already be informed at the moment of placing the order of the price of the product and service, as well as other expenses, being bound by the contract to pay agreed price and receive the goods.
4. At the moment of placing the order, the CUSTOMER will automatically confirm any technical documentation that has been sent to them as a draft. In the event of modification, the modified documents will be sent to ELASTEC signed and dated.
   Any minor modification of the product after the order has been placed will not be claimable as long as the essential features are kept unchanged.

Product delivery

1. All deliveries will be “ex Works” (EXW, Incoterms 2010), except when agreed with the CUSTOMER via written media, even when ELASTEC had agreed to pay for transport payment.
2. Delivery times will be estimated or approximate. The CUSTOMERs can not generate any compensation for the delay of the product. ELASTEC reserves the right to extend the delivery date when justified external reasons prevent from fulfilling the original delivery date.
3. Delivery times can also be extended in the event of modifications from the CUSTOMER after placing the order or if the CUSTOMER delays in its obligations, specially delay on payment agreements.
4. The goods should be picked up by the CUSTOMER in a period of 14 days after ELASTEC notifies the CUSTOMER they are ready, if this period is exceeded, ELASTEC retains the right to claim the CUSTOMERfor any expenses derived from storage costs.
5. In the event of more than 20 days after notification of the readiness of the goods, and if the CUSTOMER has not picked up the goods or arranged transport, ELASTEC retains the right to claim the CUSTOMER for complete contract payment or contract extinction after paying 40% of the original contract value as compensation.
6. - If the CUSTOMER refuses to accept the goods without justified reason allows ELASTEC to claim the CUSTOMER for complete contract payment or contract extinction after paying 40% of the original contract value as compensation.
7. Any flaws that could suffer the goods after delivery, will be assumed or compensated by the CUSTOMER except on the event of negligence by ELASTEC.
8. ELASTEC retains the right to ask for financial warranties from the CUSTOMER to guarantee payment for the goods, if these are not fulfilled deliveries can be suspended.

Warranty

1. For each instalment, a specific warranty letter will be issued otherwise warranty described in 4.2 will prevail.
2. - ELASTEC offers the CUSTOMER, in absence of specific sheet of warranty, provides for all elements and parts of the lining a warranty of 3.000 hours of work or 6 months after supply date against manufacturing defects.
   The specific warranty sheet, if present, will be applicable to ball mill linings, both batch and continuous.
3. In the acceptance of the goods by the CUSTOMER, it is mandatory to check the goods for damage on the packed goods, otherwise CUSTOMER will lose any warranty claims due to damages produced during transport. Photographic evidence of the damages has to be sent to ELASTEC.
   If goods pass the acceptance check without its original packing, CUSTOMER shall not claim defects on quality or quantity of the products.
4. If the goods are with original package, the CUSTOMER does have 4 days to check for any transport caused defect. In the event of defects, photographical evidence should be sent to ELASTEC.
   Any missing or defective part due to lack of acceptance check will prevent any claim from the CUSTOMER.
5. In the event that the goods present internal or hidden defects, the CUSTOMER has 30 days after installation to notify ELASTEC about such defects.
   Lack of communication in this period prevents any claim from the CUSTOMER in this regard.
6. Any defect or malfunction caused by defective installation will only be covered in the case that the installation has been performed or supervised by ELASTEC designated technicians.
7. The cost of technicians for any repair is excluded from the warranty except in the case that the installation has been completely performed by ELASTEC designated technicians.
8. Any product warranty is voided if the goods have been altered or modified without following written technical specifications sent by ELASTEC.
9. In any case, after accepting the goods as described in point 4.3 and 4.4 of the present General terms and conditions of sale, the warranty does expire 6 months after delivery date.
   In the event of a claim, evidence of the damage and working hours have to be provided to ELASTEC, and allow “in situ” inspection from ELASTEC designated technicians.
10. Any warranty covering the product is voided by the usage of chemical products active against the rubber or metallic elements, such as oils, turpentine or acids, amongst other.
11. The warranty does not cover damages produced by usage out of normal conditions, like in the event of big boulders forming or the presence of cutting elements inside of the mill.
12. The warranty is voided if the working temperature of the rubber elements is inferior to -24ºC or over 65ºC.
13. In the event that the goods wear before reaching the working hours detailed on the specific warranty sheet or the present General terms and conditions of sale, and after ELASTEC inspection, “prorrata temporis” will be applied as a discount proportional to the unused hours, referenced to the original invoice price on the following supply for that model.

Prices & payment

1. The total amount to be paid by the CUSTOMER is the one appearing on the quotation at the moment of acceptance by ELASTEC.
2. The price will be in EUROS, without taxes having to add any taxes applicable by the CUSTOMER.
3. The CUSTOMER will pay ELASTEC the due amount in the way and timing specified on the quotation and in a maximum of 30 days after supply if not agreed.
4. - ELASTEC reserves the right to ask the CUSTOMER for payment warranties to assure complete payment of the order.
5. In the event of lack of payment or delay, ELASTEC reserves the right to enforce the payment and to ask for yearly interest of 12% of the amount due in addition to any expenses such delay may have caused to ELASTEC.

Retention of title

1. ELASTEC will retain ownership of the goods pending full payment.
   Full payment will not be considered effective in the case of cheques, letters of credit or similar entities until they have not been executed by the bank.

Force Majeure

1. It will not create obligations for ELASTEC not fulfilling the contract, partially or completely, from a hindrance beyond its reasonable control (“Force Majeure”). Such as fire, internal or external strike, general shortage of materials or energy as well as other unpredictable events.
   In the event of a Force Majeure, the parties agree to suspend the affected party's obligations until the Force Majeure situation ceases to exist.
   Either party may terminate the Agreement with immediate effect upon notice to the other party if the period of Force Majeure continues for a period of 3 consecutive months. In case of termination due to such circumstances, neither party shall be liable to the other for such termination. However, such termination will not affect any pre-existing liabilities or claims or any other provisions of the Agreement.

Confidentiality

1. The CUSTOMER shall keep in strict confidence any information from ELASTEC that may have received as a result of present contract, even after this contract has finished for a period of 5 years.
   As example, it is considered confidential information the information on the quotation, any design or drawing, guide, document and email sent by ELASTEC.
   ELASTEC reserves the right to ask for compensation if this confidence is not fulfilled.

Language law and venue

1. This Agreement is a translation from the one written in Spanish language, in the case of any discrepancy original version shall prevail.
2. This Agreement is ruled by the laws of Spain with the inclusion of The Convention by the United Nations Conference on Contracts for the International Sale of Goods, held at Vienna from 10 March to 11 April 1980.
3. Any controversy, conflict, claim or discrepancy of the execution or interpretation of the current Agreement, will be settled by arbitrage on “los Tribunales de la Corte de Arbitraje de Castellón”, to this Court of Arbitration corresponds the designation of the arbitral tribunal according to its Rules. Both parties accept that The arbitration award shall be final and binding and judgment thereon may be executed by any court of competent jurisdiction.