CGS/001/2018 Edition 1 GENERAL CONDITIONS FOR THE CONTRACT OF THE SERVICES PROVIDED BY PATENTES TALGO, S.L.U.

Transcription

1 CGS/001/2018 Edition 1 GENERAL CONDITIONS FOR THE CONTRACT OF THE SERVICES PROVIDED BY PATENTES TALGO, S.L.U. PATENTES TALGO, SLU 1

2 1.- PURPOSE, SCOPE AND LEGAL VALUE The "General Conditions applicable to Contracts for the Provision of Services entered into by Patentes Talgo, Ltd." (hereinafter, the "General Conditions") set forth the terms and conditions generally applicable to all contracts and / or orders (hereinafter "Contract" or "Contracts") for PATENTES TALGO, SLU to subscribe with third parties, and aimed at procurement services of any kind (hereinafter, the "Service" or "Services")by such entity. These General Conditions shall be deemed legal part of the Contracts signed and shall also be included in its scope, with subordination as expressly agreed in the Contract and its annexes themselves in relation to the particular conditions and specific services to which specific contracts and special conditions relate. 2.- THE PARTIES TALGO PATENTES TALGO, S.L.U. (hereinafter, TALGO ), having own legal personality, Tax ID number B , y incorporated in Madrid and registered in the Mercantile Register of the aforementioned city Volume , Folio 84, Section 8ª, Sheet M , Registry THE CONTRACTOR He is the member or organizations legally established according to law, which has the capacity to act and prove its economic, financial and technical or professional ability to ensure proper implementation of the Services (hereinafter the "CONTRACTOR"). 3.- CONTRACTOR OBLIGATIONS Subject to the provisions of other sections of these General Conditions, the CONTRACTOR, in general, is required to: 3.1.-PERMITS AND LICENSES The application, administration and collection, by its sole expense, of those permits, licenses and authorizations that shall be necessary for the provision of the Services TECHNICAL COMPLIANCE Services must comply with the technical requirements contained in the Contracts REGULATORY COMPLIANCE Generally, and without prejudice to other provisions of these General Conditions, the CONTRACTOR must comply in performing the services laws, standards and other regulations that may apply to the Services and, in particular, all the rules technical, risk prevention, environmental protection, a labor and social security and other regulations that shape the regulatory framework within which the services are to be supplied. The CONTRACTOR exempts TALGO from any responsibility in this regard, and is responsible for any consequences and / or liability or consequences arising from any breach by the CONTRACTOR of any statutory provision applicable to the Services. The CONTRACTOR is the sole responsible for the proper performance of the Services. TALGO timely assistance that it may provide to the Contractor in connection with the provision of the Services in any way PATENTES TALGO, SLU 2

3 shall not exempt the CONTRACTOR in whole or part of that responsibility or give rise to TALGO assumption of any responsibility for the provision of the Services QUALITY COMMITMENT It is the sole responsibility of the CONTRACTOR the permanent control of the quality of services to ensure the proper implementation thereof. Monitoring and quality control must be formally documented so as to ensure traceability and audit. The Contractor warrants that prior to the signing of the Contract has been madeknown to the terms and conditions of the quality system that adheres TALGO by signing the contract an committing to consider it strictly in the provision of the Services TAX LIABILITY Any taxes, levies, fees and / or special contributions, whatever their nature and character shall be the CONTRACTOR own expense, which he may accrue as a result of the provision of the Services. The Value Added Tax (VAT) shall be only excepted, as it is noted in the preceding paragraph, or the tax which may be in its place, which shall be supported by TALGO and indicated on a broken down basis in each of the invoices issued by the CONTRACTOR, in accordance with the provisions of the Law governing and the Development regulation of the aforementioned tax. On compliance with the tax obligations, as well as the fulfillment of other obligations of the Contract, the CONTRACTOR bank guarantee shall have the function of meeting the obligations referred to in the current General Conditions as security for the proper performance of its obligations referred to in these Conditions INTELLECTUAL, COMMERCIAL AND INDUSTRIAL PROPERTY RIGHTS The Contractor represents and warrants to TALGO that is lawfully and / or authorized transferee of all rights of industrial, commercial and / or intellectual property required for the implementation and marketing of the Service, TALGO use of any outcomes, and procedures, software, equipment and such other means which may be required to comply with the provisions of the Contract (hereinafter, the "Rights"). The Contractor expresses and warrants to TALGO that all the Rights exist and are valid, committing in this act to take any actions which may be required to maintain the existence and validity of them until the termination of the obligations contained in the Contract, including, without limitation, the Rights renewal and payment and corresponding compensations to the same where appropriate. The CONTRACTOR represents and warrants TALGO that the Service under Contract and the outcome would be free of any rights of third parties that may prevent or limit the Service contract by TALGO and appropriate provision thereof by the CONTRACTOR. In the event of any breach, intrusion, misuse, illegal use and / or breach by the CONTRACTOR of industrial property rights, trade and / or any third party intellectual and / or commercial property, and the provision or use of the Service regulated in the Contract be constrained by this cause or any third party limits in any way the property, benefit or use of the Service, the CONTRACTOR agrees to carry out the replacement of all materials, software, procedures or equipment affected by the claim and replace them with the same characteristics, qualities and functionality so as to proceed to the proper provision of the Service, in a reasonable period set by TALGO, and assume their own account and charge or the cost arising from the aforementioned. If this term expires and the CONTRACTOR does not replace the affected items, TALGO at its option, without further request, and the sole responsibility of the CONTRACTOR, may then, by itself or through third parties, replace materials, software, equipment or procedures affected, to enable the appropriate provision of the Services. PATENTES TALGO, SLU 3

4 In the event that any third party undertook measures to prohibit, restrict or modify the provision of the Services, or the purchasing or sale of products or related services, the CONTRACTOR shall be the sole party responsible for all the negative consequences from bringing such actions including damages caused to TALGO or its customers, as it is indicated hereinafter In the case of software products, the CONTRACTOR shall expressly declare on its own responsibility that has property rights or legal rights for the purchasing of such products and submit supporting documentation if TALGO requests so. When intellectual property rights, especially those related to software and systems, and engineering, all the preparatory documentation, technical documentation of any kind, manuals, successive versions of software, etc are transmitted contractually to TALGO, they shall be transmitted in favor of TALGO indefinitely and with international reach. Additionally, in the case of custom development, the CONTRACTOR guarantees TALGO full ownership of the same by TALGO and customization exclusiveness, thus being forbidden any use or purchasing by the CONTRACTOR without TALGO prior express written authorization for that purpose. In addition, the CONTRACTOR would have to compensate TALGO for all damages caused by the total or partial breach of the commitments on industrial, commercial and / or intellectual, including damages TALGO was forced to pay its customers, due to not being able to meet its commitments. In all cases of initiation of legal action against TALGO or its clients, TALGO would reserve the right to cancel ongoing commitments sending a certified letter with acknowledgment of receipt, subject to all rights and actions against the CONTRACTOR. The CONTRACTOR shall have the sole responsibility with respect to third parties which may contravene the CONTRACTOR Rights. The CONTRACTOR should be forced to be responsible for the costs of all the lawsuits, both legal and non legal defense that may cause these complaints. The CONTRACTOR must keep confidentiality of the information its staff had access to due to the contract Supply, committing to protect the information provided and use it exclusively for Contract fulfillment purposes. 3.7 SERVICES INCLUDE THE PROVISION OF MATERIALS OR EQUIPMENT In the case that the provision of the Services required the supply, by the CONTRACTOR, materials and / or equipment shall be subject to the regulations, for all purposes, in the "General Conditions of Supply Contracts CGC/001 / 2010 Edition 2 "TALGO LABOR AND SOCIAL SECURITY AND HEALTH OBLIGATIONS. The CONTRACTOR, in its capacity as sole employer of its staff which provide the Contract Services, is obliged to comply with all the wage and extra obligations and extra wage obligations, allowances and any other items in addition to Social Security contributions, payments to the Public Finance and generally all obligations arising from social provisions in force, including liabilities arising from accidents, but in any case TALGO answer any financial obligation or otherwise, arising from the legislation. The CONTRACTOR staff must strictly meet all rules and regulations in force, which are applicable in the place where the Services are provided and especially those related to safety and all instructions given by TALGO in this regard. The CONTRACTOR is committed to meet all the obligations set in the current legislation, at the respective times on Labor Risk Prevention (Act 31/1995 on November, 8 on 'labor risk prevention') or the standards which may replace it in the future which shall be applicable throughout the term of the Contract Likewise, the PATENTES TALGO, SLU 4

5 CONTRACTOR is committed to attend any coordination meetings on labor risk prevention convened by TALGO. In the case that Services were provided wholly or partially within the TALGO facilities, the CONTRACTOR will be required to submit monthly, a TC1 copy stamped by the bank, a TC2 copy and proof of being up to date with Social Security. The CONTRACTOR, shall deliver proof of being up to date with the Social Security annually. If all or part of this documentation is not delivered, during the first fifteen days of the corresponding month, TALGO shall be entitled to unilaterally terminate the Contract. If, despite the preceding provisions of the previous Section, as a result of the mandatory consultancy with the manager entity of the Social Security, under Article 42.1 of the Statute of Workers, it was discovered from the CONTRACTOR by the Treasury of the Social Security, TALGO, with prior notice to the CONTRACTOR and after an appropriate period of time for correction, shall be entitled to retain from pending payments due amount, to deal with claims which could be done by Social Security to TALGO in the future. This, without prejudice to its expressly recognized right to terminate the Contract due to this cause. The CCONTRACTOR shall exclusively exercise, the power of management and control of all personnel performing the activities, as only employer and responsible for it regardless of whether services are provided in TALGO or not. The CONTRACTOR shall monitor the provision of the Services by its staff so as to avoid any interference or damage in the normal functioning of TALGO facilities and ensuring full compliance by its employees of the provisions in force concerning labor risk prevention as as any applicable guideline in TALGO facilities. The CONTRACTOR is obliged to appoint a person from its staff as a partner and head of the control functions, organization and management of the personnel who perform the works under the contract. This appointment should be communicated in writing to TALGO, with the object that the designated takes against the obligations of information and development of the proper execution of the work contracted before TALGO. The CONTRACTOR personnel must meet the standards in force at all times during the term of the Contract and any extensions thereof, concerning safety and health at work and those established in TALGO environmental management system. To do so, TALGO will provide the CONTRACTOR documentation of the latter which may apply, and the rules and procedures established by TALGO for business coordination and on consumption of alcohol and drugs, the CONTRACTOR shall be responsible for providing training to its staff and for its compliance. Under no circumstances will be the CONTRACTOR or its personnel claim ignorance of such documents. Upon termination of the Contract, the CONTRACTOR shall leave the building and facilities free of personnel or materials supplied by TALGO for the execution of works, returning them in the same maintenance conditions and cleanliness that had when the Services under contract were provided. TALGO shall have no obligation or liability whatsoever with people at or before the end of the term or early termination of the Contract, have any of the services rendered regulated by the same either directly or indirectly. In any case, the CONTRACTOR exempts TALGO of any responsibility to third parties, due to any breach of its obligations. It is forbidden for all employees, contractors and visitors, the consumption, distribution, promotion or sale of alcohol and/or drugs in any form and in any of the facilities of the Company including canteens, cafeterias, etc.. In this regard are also included the trains facilities, railway stations, interchanges or any other facility where Services are rendered. The CONTRACTOR shall guarantee that its personnel do not contravene the aforementioned. PATENTES TALGO, SLU 5

6 The CONTRACTOR shall be provided with the insurances which are included in clause 3.11 before starting the Service provision ENVIRONMENTAL LIABILITIES The CONTRACTOR personnel shall comply with the legislation in force at all times on environment and the standards established in the TALGO environmental management system at all times. For that purpose, TALGO must provide the CONTRACTOR with applicable documentation. Therefore, the CONTRACTOR would be the solely responsible for any penalties on environment which may take place in relation to the Service. The CONTRACTOR shall undertake the property and ownership of all the waste created as a result of the Service provision, and as a consequence it shall have the responsibility of its appropriate disposal according to the current regulations to this effect. The CONTRACTOR shall have special care on the environment in which Services progresses, be liable for any penalties that may result applicable to TALGO and be responsible for restoring the damaged environment to its original state assuming that the cost of the CONTRACTOR provided the waste which may be caused by the activity of the CONTRACTOR or its employees MATERIALS, EQUIPMENT AND PRODUCTS. The materials, equipment and products required for the proper performance of the Services shall be exclusively the account of the CONTRACTOR. The materials, equipment and products used by the CONTRACTOR, shall meet the quality, functionality and technical conditions set on them in the Contracts that define the Service, or the current legislation applicable to it INSURANCE To ensure TALGO the eventual redress obligation or compensation or to third parties damaged due to the Contract, the CONTRACTOR and subcontractors must have the adequate insurance for this purpose. The amount and extent must be appropriate to take the responsibility of the eventual damages that were attributable to it. Under the Service and Contract specific conditions, it shall be specified the nature and amount or insurances that the CONTRACTOR undertakes to keep up to full performance of the same, to cover the possible risks related to the Service. As a general rule, except for the provisions related in the Services Particular Conditions, it is required that before the Contract signature, the CONTRACTOR shall have at least the insurances indicated further on, as appropriate, keeping them in force until the successful completion of the Contract. 1. Civil Liability Insurance. To cover personal injury and / or material damage and / or the economic damage and the consequences thereof, their staff, vehicles, equipment / machinery, products, etc.. on TALGO or to third parties. This insurance must include, at least, the warranties indicated further on: Operation CL, Cross CL, Employer's CL, Post-production CL, Defective Products and Defense and Deposits CL. The Civil Liability compensation limit shall be at least 1 million Euros per claim. The limit and guarantees required in this condition shall in any case mean limiting the CONTRACTOR's liability. PATENTES TALGO, SLU 6

7 This Policy shall act as "Primary policy" and always be in the first instance against any other that could be applicable and shall include TALGO and its staff as additional insured therein, without losing its third party status. 2. Environmental Liability Insurance. If the Services nature may require it, including the damages caused in TALGO and in the third party facilities, as it is indicated in the corresponding Contract or in the Service special conditions. 3. Traffic Compulsory Insurance If the Services nature may require it, it shall be indicated in the corresponding Contract or in the Service special conditions. 4. Any other insurance required by law, or complementary To ensure full coverage of its responsibilities set in the Service Provision Contract, in addition to the Service special conditions. CONDITIONS APPLICABLE TO ALL THE REQUIRED INSURANCES: The aforementioned Insurances shall be contracted by insurance companies with recognized solvency and prestige. In case of loss, any deference that arises in the payment of the compensations, either by application of franchises or any other reason, the insurance shall be on the CONTRACTOR's account. The aforementioned compensation limits, if any, in the insurance policies contracted by the CONTRACTOR, in no case shall limit the CONTRACTOR responsibility to third parties or to TALGO. TALGO, at all times would be able to request the CONTRACTOR the delivery of the original of the insurance policies, or legitimated copies, of contract insurances, in addition to receipts or proof of being up to date of the corresponding premiums. The CONTRACTOR shall deliver the aforementioned documentation within a period not exceeding (7) days upon TALGO formal request. In the event of outsourcing authorized by TALGO, as it is regulated in Condition 12, the CONTRACTOR, under his sole responsibility, shall require subcontractors to sign the necessary insurance for the same concepts outlined in this Condition 3.11, in the field of outsourced work. This shall not exempt the CONTRACTOR from its unlimited subsidiary liability to TALGO. Where it is required by the Contract or in the Special conditions, TALGO would be appointed as prime insurance beneficiary signed by the CONTRACTOR for the coverage of risks inherent in the provision of Services regulated. If the CONTRACTOR shall provide the Services in whole or in part of TALGO facilities or use its own means, it would be required to have an insurance to cover such damages to items, real or personal property that TALGO could provide for the provision of these Services, with a minimum coverage of 1,000,000 per claim, or the amount specified in the Contract or in the Specific Service Conditions. 4.- PROTECTION OF PERSONAL DATA PATENTES TALGO, SLU 7

8 In compliance with the provisions of the Organic Law 15/1999 of December 13, Protection of Personal Data, TALGO shall inform the CONTRACTOR that their personal data and those data of potential third parties, for example, their employees- which must provide them from one party to other, shall be incorporated into a file in order to provide service provision. Likewise, TALGO shall inform the CONTRACTOR of the possibility of exercising rights of access, modification, cancellation and directing its request to PATENTES TALGO, S.L.U. Information Systems Department established for this purpose in Paseo del Tren TALGO, 2, Las Matas, CP (Madrid), including the reference "Protection of Personal Data in the communication." Similarly, TALGO shall inform the CONTRACTOR that their data would only be disclosed to third parties under the terms provided in article 11.2 of the Data Protection Act, i.e., when it may be authorized by law, when responding to the development and fulfillment of the Contract, where its target Ombudsman, the Public Prosecutor, Courts or the Court of Auditors. Provided that this data was set as contact details of third party personal data, such as, for example, the CONTRACTOR employees- it undertakes to inform the holders of such data this clause, informing about any aspect included in the same, especially for file existence, the purposes of treatment and the possibility of exercising rights, obtaining its acceptance for its personal data processing, maintaining unaffected and compensating TALGO in the case that such obligation was not met. 5.- RECEPTION The Service shall require TALGO reception for its proper provision. This reception, depending on the content of the Contract, may be temporary or permanent, by tasks, in stages, or upon the termination of the Service, and may consist of one or more of the following actions: 5.1 AT SOURCE The Service reception shall be required at source when the contract Service includes the implementation or development of any stage or wholly outside TALGO facilities. When the Contractor has the Service or part the same prepared for delivery, it must provide a written notice to the person designated by TALGO for its reception. 5.2 AT DESTINATION The CONTRACTOR shall indicate, by the appropriate document to the person designated by TALGO, the provision of part or the entire Service object through a document by the CONTRACTOR, elaborated to record that supply, either by actual reception or sample receipt. 5.3 REJECTIONS In case of rejection of the Service or of part of the delivery, the Service shall be considered as not made available, being any delay on the deadlines agreed in the Contract due to this reason the CONTRACTOR solely responsibility. If the Service required the delivery divided into implementation stages, the rejection equals to the non performance, and this shall require the CONTRACTOR to perform the delivery again, once the required corrections are performed to meet the requirements included in the Contract, regardless of applicable penalties and any delays that may occur for this reason on the final delivery of all the services under the Contract still being its own responsibility. PATENTES TALGO, SLU 8

9 If the service involves the delivery of material, the rejections will be available to the CONTRACTOR who, according to TALGO instructions, shall correct the defects that led to the rejection, then starting a new process of reception PROVSIONAL ACCEPTANCE Once received the service or the corresponding stage, upon checking its full functionality, and successfully delivered the required documents, the parties shall sign the provisional reception acceptance certificate ("Provisional Acceptance Certificate") in which it shall be indicated TALGO conformance with the Service or part of the Service received. From the date of Provisional Acceptance Certificate signing without any reserve, it shall be started counting the Service or part of the same warranty term and shall be created, where applicable, the obligation for payments and agreed, unless the relevant Contract or the Special Conditions set a different method in this regard. 5.5 WARRANTY The CONTRACTOR guarantees TALGO the work performed and the materials used for the Services and shall be responsible for any failure or damage caused to TALGO due to defective work or the materials used in the provision of the Services, compensating TALGO for such defects. The warranty term in addition to the eventual special terms required for the Services (hereinafter, the "Warranty") shall be set in the Contract or in the Special Conditions. In general, unless otherwise indicated in the Contract, the minimum Services Warranty period shall be 2 (two) years from the signing of the Provisional Acceptance Certificate or possibly from the time fixed in the Contract as the Warranty starting date. If the defects detected in the Services may be corrected without minimizing the Services characteristics and quality, TALGO may request the CONTRACTOR the urgent correction of such defects within the term TALGO may set to that purpose and to extend the Services Warranty affected by a period of time equal to the time that the Contractor may use in correcting the defect / s detected. All the costs and expenses related to the defect correction including transport, disassembly, assembly, tests or any other required expenses to correct the defect/s shall be borne by the CONTRACTOR. If the CONTRACTOR did not perform the aforementioned repair work within the deadline set by TALGO to this effect, TALGO may conduct such procedures itself or order them from a third party, all at the CONTRACTOR expense without affecting the Warranty. In this case, TALGO may additionally implement any of the Contract guarantee of faithful compliance that the CONTRACTOR may have made in its favor. 5.6 FINAL RECEIPT The final receipt shall occur once (i) the Warranty period has expired, (ii) checking the compliance with the CONTRACTOR obligations and, when appropriate, (iii) the settling of the damage and penalties which may be given in in connection to the Services. To these effects, the parties shall enter the corresponding final acceptance ("Final Certificate of Acceptance") 6.- ECONOMIC CONDITIONS 6.1 GUARANTEE OF FAITHFUL COMPLIANCE To ensure full compliance with its obligations under the Contract, and before the latter is signed, the CONTRACTOR shall provide for TALGO and provide this with a first demand of a bank guarantee, issued by PATENTES TALGO, SLU 9

10 a TALGO accepted entity, and an amount equal to 10% of the Contract value (the "Guarantee"). The validity of the Guarantee shall reach at least to the end of the Services Warranty period. When due to exceptional circumstances the CONTRACTOR did not created or delivered the Guarantee upon the Contract signing, and if so agreed by TALGO, it shall do so within fifteen (15) days after the Contract signing. Otherwise, the CONTRACT shall expressly accept that TALGO draw the amount of the Guarantee of any bill the CONTRACTOR shall charge to this effect. In the event that the guarantee was subject to partial or complete implementation and the CONTRACTOR did not draw the amount implemented within no more than fifteen (15) days, TALGO shall be entitled to (i) retain the amounts of the corresponding invoices to payment by Estel CONTRACTOR until the size of the Guarantee is restored to its original amount, or (ii) terminate the Contract unilaterally. Once signed the Final Acceptance Certificate, following the checks referred to in paragraph 5.6 above, TALGO shall be required to reimburse the Guarantee to the CONTRACTOR. 6.2 PRICE Except for the Contract indications or in the Special Conditions, in general, the price shall be firm, nonrevisable established for the entire Service, and it shall include all fees, duties, taxes, tariffs, insurance, risks and taxes (except VAT or tax replacing it) derived from the provision of the Service. 6.3 BILLING AND SUBMISSION OF INVOICES The Contract or the Special Conditions shall fix if the Service would be billed monthly, once or according to the specific implementation or established deadlines, to the prices agreed in the Contract. Invoices shall be accompanied by documents proving the reach and appropriate execution of the service as it is indicated in the Contract or in the Special Conditions. All invoices shall be provided with the identification data of the CONTRACTOR and TALGO, in accordance with the applicable legal requirements and shall be submitted within ten (10) days following this date. The VAT shall be indicated separately METHOD OF PAYMENT If the Contract does not indicate a different period, as a general rule, bills shall be accompanied by the required supporting documentation, processed in date and which must be compliant, shall be payable by confirming sixty (60) days of its date and on the 10th of each month. TALGO expressly reserves the right to retain, whenever it may be required upon the payment of the CONTRACTOR invoices, the amounts IT may owe on any account ASSIGNMENT OF RECEIVABLES The CONTRACTOR expressly undertakes not to transfer credits or receivables it may have against TALGO. In case of non compliance by the Contractor of this commitment, it must pay TALGO a penalty equivalent to 5% of the invoice or receivable. 7.-BREACHING AND PENALTIES The CONTRACTOR failure to meet any of the standards and obligations arising from the Services provisions shall entitle TALGO to terminate the Contract and / or apply sanctions and penalties set forth therein. PATENTES TALGO, SLU 10

11 In the event that penalties reach amounts of 10% of the Contract total amount, TALGO reserves the right to terminate the same, with enforcement of the Guarantee and if the claim for damages. TALGO may apply such penalties subtracting the amount of the CONTRACTOR invoice or invoices pending payment by TALGO, whenever it may be required. According to the provisions included in the Contract or in the Special Conditions, and in general, the following sanctions are set due to non-compliance: Misdemeanor: 600 per penalization. Serious penalization: 2000 per penalization. Significant serious penalization: between and 10% of the annual contract value, depending on the damages caused to PATENTES TALGO. The aforementioned penalties shall be considered penalty clauses agreed freely between the Contract parties and shall be never replaced or discounted for compensation by the damages caused to TALGO resulting of any breach by the CONTRACTOR. 8.- COMPENSATIONS The CONTRACTOR shall be responsible for any damage or loss arising to TALGO, during the term of the Contract, any act or omission by the CONTRACTOR or its staff which determine the breach of any provisions or rules during the Service implementation. Consequently, the CONTRACTOR is obliged to compensate TALGO for the damages caused due to this reason, both to TALGO people or goods, as to its own staff, or to third party property or persons. Those payments shall be independent of the penalties for breach of contract. 9.- SANCTIONS PROCESS Any sanctions imposed shall be communicated to the CONTRACTOR in writing so it can claim in its release the justifications it deems appropriate, duly accredited, within a maximum of five (5) days of receipt of the notice of penalty. If the releases are rejected, or upon the aforementioned expiry unanswered by the CONTRACTOR, TALGO shall resolve imposing the penalty, indemnity or proposed transfer of the resolution to the CONTRACTOR. The amount of the established penalty to the CONTRACTOR shall be paid by the same without delay. In case of nonpayment of that amount by the CONTRACTOR, TALGO may compensate it deducting from receivable bills for or implementing the same amount of the Guarantee, which is applicable in this case, as it is described in Condition 5 for the recovery of the Guarantee contract value FORCE MAJEURE The characterization of an act of force majeure shall be given by the provisions for that purpose under the Spanish law. For Services with a preset deadline, if a constitutive event occurred and the CONTRACTOR communicates and accredits TALGO no later than five (5) days of its occurrence, it may extend the contract delivery period for an equal period provided that the CONTRACTOR states that it adopted the possible mitigation measures to reduce potential delays attributable to the event of force majeure. PATENTES TALGO, SLU 11

12 11.- CONTRACT AMMENDMENT If after signing the Contract it arises the need to modify any of its contents, it would be drawn the corresponding contractual documentation to be signed by representatives of TALGO and the CONTRACTOR with sufficient powers to do so ASSIGNEMENT AND OUTSOURCING The CONTRACTOR shall not assign or outsource totally or partially, all or part of the rights and obligations with TALGO, without the prior written consent by TALGO. To raise the assignment or outsourcing, the CONTRACTOR must show reasonable cause for it, specify the part of the Service assigned or outsourced, which shall be always partial, provide guarantees to provide the technical, functional and any other capacities required for the proper TALGO Service provision, commit to the formally documented assignment or subcontracting and meet any other requirements set by TALGO to ensure proper performance of the Services. In the event of assignment or subcontracting under the established conditions, the sole responsible before TALGO, for all purposes, shall be the CONTRACTOR, who shall be liable jointly and unlimited against TALGO of any action or omission of the SUBCONTRACTOR in the Service provision CONTRACT TERMINATION Notwithstanding other causes that may be established in the Contract or in these Conditions, the contracts within the scope of these Terms shall be resolved due to the reasons described further on: 1. The annulling of the legal personality of the CONTRACTOR. 2. The agreement of the parties. 3. The CONTRACTOR non-compliance with the Contract and the Terms obligations. 4. The TALGO withdrawal, due to urgency or unforeseen needs, at the time of the contract signing requires the implementation of the same under the technical conditions or term other than those agreed and that the CONTRACTOR cannot implement them. 5. Failure to deliver the Guarantee by the CONTRACTOR. 6. Non-compliance with the requirements indicated in the General Conditions The legal or physical inability of the CONTRACTOR to perform the Contract. The Contract termination due to breach attributable to the CONTRACTOR, regardless of the possible penalties applied to legitimize TALGO to the Guarantee implementation and also to claim for the damages due to this breach. The termination shall occur without further formalities other than formal written communication to the CONTRACTOR, reserving TALGO subsequent actions it may deem appropriate to take FRAMEWORK CONTRACTS The contracts set in the General Conditions application field shall have the form of a frame-contract which purpose is to regulate the relationships between TALGO and the CONTRACTOR fixing, among other content, pricing, terms and other conditions without obligations, in principle, on quantity, percentage or specific amount to hire, to be formalized later, with one or more closed contracts. PATENTES TALGO, SLU 12

13 15.-APPLICABLE LAW AND JURISDICTION Contracts and General Conditions are governed by the Spanish law. TALGO and the CONTRACTOR, expressly waiving any other jurisdiction that may correspond to submit to the issues arising from the interpretation and enforcement of the Contracts and the General Conditions, to the Courts and Tribunals of Madrid REPEAL CONDITION Upon entry into force of the General Conditions, are void and without effect the... on BONDING The signing of the General Conditions, means the acceptance of each of the conditions within them in addition to the rights, obligations and liabilities arising thereof. Agreed and signed by the parties in two copies, on the aforementioned date and place. On... on... of By PATENTES TALGO S.L.U. By the CONTRACTOR (Name, signature and stamp) (Name, signature and stamp) PATENTES TALGO, SLU 13