Terms and Conditions of Sale

1.- GENERAL

These general terms and conditions of sale shall apply to any order/contract of sale, unless otherwise agreed in writing.

Please read these conditions carefully.

When placing any order with Turbo Energy S.L. (hereinafter, "TURBO ENERGY" or the "Seller" indistinctly) you consent to be bound by these conditions, unless otherwise agreed in writing.

Offers and quotations made by the Seller shall not be binding on it, being understood perfected the sales contract only when the Seller confirms an order in writing.

Acceptance of the Seller's order shall be valid for five working days from the date of acceptance. If payment (direct debit, check, transfer, etc.) has not been made by the Buyer after this time, the Seller shall not ensure the availability of the material for the Buyer.

Orders shall only be valid if they reach the Seller physically, by mail or fax.

The Seller is not responsible for the Buyer's inappropriate choice of product.

The Seller reserves the right to change the prices and conditions of sale without prior notice.

With regard to brochures, instructions, drawings and reproductions distributed, delivered or advertised by the Seller, the Seller reserves the right to make such modifications as it deems appropriate. Such information may be provided to Buyer in any language other than English. Any technical documentation provided by the Seller has no contractual value, and therefore does not constitute any commitment of quality or durability.

2.- PRICE

All prices shall be considered net, in Euros and under the Incoterm EXWORKS (EXW), without any deduction of any kind, unless otherwise agreed.

Prices do not include taxes, duties, customs duties, insurance, assembly or other additional expenses that may arise from the delivery, as well as any other charges, both of a general and special nature, which shall be borne by the Buyer, unless otherwise agreed in writing.

3.- CARRIAGE

The conditions of carriage shall be as follows:

- Freight to destination is included for orders of amounts greater than or equal to 1,000 euros of taxable base and delivery in Spain, with the exceptions indicated in the following subsections. For orders below this amount, shipping costs will be applied based on the previous quotation of the Logistics Department, or shipping to freight collect or pick up at our warehouses.

- In the case of the Balearic Islands, postage is included for orders of amounts greater than or equal to 1,500 euros taxable base. For orders below this amount, shipping costs will be applied based on the previous quotation of the Logistics Department, or shipping to collect in our warehouses or freight collect in our warehouses.

- In the case of the Canary Islands and Portugal, shipping costs will be applied based on the previous quotation of the Logistics department, or shipping to collect in our warehouses.

In all other cases we will make a valuation of the postage or will be sent freight collect.

4.- PLACE OF DELIVERY

All deliveries carried out by the Seller shall be made, by default, at the headquarters of the Buyer, unless the latter indicates a new address in the formalization of the order or has indicated in writing prior to the formalization of the same. TURBO ENERGY is not responsible if the notification of the delivery address is subsequent to the formalization of the order and delivery takes place in a place other than that indicated by the Buyer.

In any case, whatever the place of delivery, the goods will be transported at the risk and peril of the Buyer as if it were a sale under the Incoterm EXWORKS and, consequently, shall be at your expense and risk all damage, loss and damage experienced by the goods during transport, as well as the costs and responsibility for loading, unloading and stowage of the goods.

5.- METHOD OF PAYMENT

Unless otherwise agreed in writing, each order shall be paid for by bank transfer and prior to receipt of the goods, without any discount, and without any deduction, set-off or withholding of payment by the Buyer.

Upon receipt of each payment, Seller shall issue the corresponding invoice to Buyer.

Agreed payment dates shall be met by Buyer even if transportation or delivery is delayed due to reasons beyond Seller's control.

If Seller deems it appropriate, in view of Buyer's creditworthiness, it may request from Buyer such guarantees as it deems necessary to ensure due performance of Buyer's contractual obligations, and may in the meantime suspend deliveries.

If the form of payment established and agreed upon is the promissory note, the Buyer is obliged to deliver the said promissory note to the Seller within a period of time not exceeding 15 calendar days from receipt of the order, in accordance with the payment days established and accepted in the invoice issued by the Seller.

In case of deferred payments, the non-payment of an installment by the Buyer shall cause the remaining installments to become automatically due in advance, without prior written notice to the Buyer. In the event of any balance owed by the Buyer, payments shall in any event be allocated first and foremost to the oldest debts and, among these, first to expenses, then to interest and finally to the principal debt. The Buyer may only request the offsetting of a specific debt or assert a lien when its request is based on a judicial enforcement order or on a debt previously acknowledged in writing by the Seller.

The Seller shall not be obliged to deliver the goods if, after signing the Contract, it has discovered the Buyer's insolvency.

6.- RECEIPT AND ACCEPTANCE OF GOODS

The Buyer shall check and inspect the consignments for quality and quantity of the goods at the time of delivery. In the event that the Buyer notices any defect, he shall state it on the delivery note.

IMPORTANT NOTE:
Once the shipments have been checked and inspected, they shall be considered as accepted by the Buyer, and the Buyer shall waive any claim. Also, the Buyer shall have a period of 24 hours to report any defects or hidden defects in the shipments, after which TURBO ENERGY shall not be liable for damages and the Buyer shall lose any action and right to claim for this cause against the Seller.
The Buyer shall never be entitled to return the products accepted or whose deadline for reporting defects has expired.

7.- RMA (REPAIRS AND RETURNS)

No repair or return of any material that has not been supplied directly by TURBO ENERGY, which will be verified on the basis of the sales invoice and serial number of the equipment in question.

They will be made under the following conditions:

It will be essential to fill out the RMA document and send it signed to the Seller, together with a copy of the sales invoice and the serial number of the equipment.
Any material that does not have its RMA number clearly noted and that has not been sent carriage paid will not be received.
- In other cases, the merchandise must be valued and will be subject to the corresponding verification controls of the material by the Quality Assurance and Logistics departments of the Seller.
In the event that TURBO ENERGY must make a credit, a 'credit note' will be made to be deducted in subsequent purchases, in no case the money will be refunded.
No returns of opened products will be accepted.
Returns accepted between 30 days and 45 days from the issue of the commercial invoice, will be credited for the total minus 15% for product depreciation.
Returns accepted between 45 and 60 days from the issue of the commercial invoice will be credited for the full amount minus a 30% depreciation.
No returns will be accepted more than 60 days after issuance of the commercial invoice.
The Buyer shall bear the cost of returning the product to the facilities of TURBO ENERGY, or those indicated by it.

8.- OWNERSHIP

The Seller shall remain the owner of all goods delivered until full payment of the same, remaining until then in storage at the Buyer's warehouses.

In case of breach of contractual obligations by the Buyer, in particular default in payment, the Seller is entitled to collect the goods. For this purpose, the Seller shall not need the Buyer's authorization to access the premises where the goods are located and to proceed with their removal, without the need for judicial authorization. The receipt of the goods, by itself, will not imply the termination of the Contract, as long as both parties do not agree in writing, mutually recognizing the total extinction of the rights and obligations derived from the same.

If the reserved goods delivered were sold by the Buyer or incorporated or transformed because of a service or work contract of the latter with a third party, the Seller may exercise the collection action that the Buyer holds against the third party, in the amount that the Buyer owes to the Seller, constituting the present document, sufficient authorization of the Buyer and this without prejudice to other actions that the Seller has against the Buyer.

9.- WARRANTY

The products are sold without additional warranties, being the only warranty granted by the manufacturer of the product, which will be managed by the Seller with the manufacturer, in case of defect of the product, being therefore subject to the conditions imposed by the manufacturer of the product. Therefore, only the manufacturer shall be liable for the product.

The Seller shall also not be liable with respect to the processing possibilities, potential applications and marketability of the product.

In any case, the warranty claims shall not apply to damages and malfunctions or malfunctions of the delivered products which are caused by:
(i) Accidents beyond Seller's control, from the time the material is made available to Buyer, negligent, improper or inappropriate use by Buyer or third parties.
(ii) Failure to request and obtain a copy of, and to follow literally and in full, the instructions for assembly, operation, operation and maintenance of the product, all of which Seller shall make available to Buyer upon request. For such purposes the delivery of such instructions shall be documented in writing.
(iii) Modifications or repairs not performed by Seller's or the manufacturer's authorized after-sales service personnel.
(iv) Any other reasons other than normal operating conditions of the products supplied and beyond Seller's control, especially if as a result of normal wear and tear, misinformation from Buyer, use of any unsuitable material, influence of chemical or electrolytic action, etc.
(v) Any other event of force majeure as provided for in article 1.105 of the Civil Code, understood as such, at least and without this list being restrictive in nature, but merely by way of example, natural catastrophes and/or damage (earthquakes, storms, lightning strikes, lightning strikes, floods, floods, plagues, lightning strikes, etc.), war, strikes, restriction of energy consumption, accidents, as well as any other actions of third parties, such as acts of vandalism, sabotage, theft, etc.

Warranty claims shall also be excluded for delivered products whose serial number has been tampered with or is not unambiguously identifiable.

Aspects related to the aesthetics of the delivered product shall not be considered as defects entitled to warranty claims, unless they represent a reduction in its functioning or in the performance specified in the Seller's technical or commercial brochures.

The warranty claims do not in any case include the operating tasks necessary for disconnection and connection of the installation, which shall be borne by the Buyer.

The manufacturer reserves the right to supply a different model of the product supplied to meet accepted warranty claims, for replacement or extension, in the event that the original model has been discontinued, provided that the technical characteristics of the new product are equivalent to those of the replaced product.

The management of the warranties, by the Seller, is subject, in any case, to the opportune fulfillment of the payment conditions agreed with the Buyer.

10.- DATA PROTECTION

The personal data provided by the Client will be incorporated into a file owned by the Seller, whose purpose is the management of the Buyer's order and the periodic sending of information about our products and services.
In accordance with the Organic Law 15/1999, of Protection of Personal Data, if the Buyer does not wish to receive commercial information or if he wants to exercise the rights of access, rectification, cancellation and, where appropriate, opposition, he may do so by sending a written request accompanied by a photocopy of his ID card addressed to the Seller at his registered office.

11.- INSEPARABILITY

The present conditions shall be considered inseparable, and if any of them should be invalid for any reason, the rest shall remain valid with full force and effect.

12.- SELLER'S LIABILITY

The Seller's liability for any concept directly or indirectly derived from the supply of the product shall be limited to the obligations expressed above and, quantitatively, to the amount of the Product subject of claim, being expressly excluded any other liability for damages, whether direct or indirect, consequential or loss of profit, to the Buyer or third parties, such as loss of data in computer applications, loss of income or production profits, service interruptions, changes in the installation, etc.

13.- JURISDICTION

The present relationship shall be governed by Spanish law. The parties expressly waive any other forum or jurisdiction to which they may be entitled and agree to submit to the courts of Valencia any difference or dispute arising from the validity, interpretation, compliance or enforcement of the General Conditions of Sale, as well as the acts or transactions contemplated therein.

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