GENERAL ORDER CONDITIONS

1.- SUPPLY DEFINITION: Should any problem arise from the interpretation of the definition of the supply subject of this Order, it shall be communicated to CRISA, which is solely the one to decide about it.

2.- PRICE : Unless otherwise expressly stated by the Specific Conditions of this order the price of this Order comprises packing, insurance, transport and carriage costs. The price of this Order is Delivered Duty Paid CRISA's facilities at PTM, TRES CANTOS, MADRID as per Incoterms 2000.
Unless otherwise specifically agreed all prices shall be firm fixed and not subject to any form of surcharge or variation.

3.- DELIVERY TERMS: Time is of the essence. In case the Supplier fails to comply with the delivery terms of this Order, CRISA shall be entitled to either:

a) Request the delivery of the supply at the date stated in this Order, whatever its progress status is, in which case, CRISA will be reimbursed by the Supplier for all losses and expenses suffered by this failure of the Supplier.

or

b) Apply penalties in the following manner:

P = V·N / 300
Where: P = Penalty to be paid by the Supplier
V = Cost of the goods/services not delivered in time
N = Number of delay days.

4.- PAYMENT TERMS: Payments will be done within the 90 days after correct invoices reception at CRISA by check or bank transference, following a cession payment procedure with the SABADELL BANK. The operative is attached.

5.- ACKNOWLEDGEMENT ORDER: This order acceptance by the Supplier means the acceptance or the General Conditions of this Order, excepting those terms agreed and defined in its Particular Conditions.
The Supplier shall keep the Purchaser indemnified in respect of all loss and/or expense which results during proper use directly or indirectly from defective materials, goods, workmanship or design supplied by the Supplier and the Supplier will repair at the Purchaser's request or replace the defective item or items free of charge.
The Supplier shall also keep the Purchaser indemnified against any damage to the Purchaser's property and against any claims for loss or injury to any person or to the property of any person caused by the Supplier or its employees or agents negligence or any act or omission.
Any amendment to the Order Conditions will have to be done in writing and signed by both the Purchaser and the Supplier.

6.- SUSPENSION : In the event of any interruption of the Purchaser's business due to circumstances beyond the Purchaser's control such as but not limited to any industrial dispute, fire, explosion or accident which would prevent or hinder the use of goods or work which is the subject of this Order, the Purchaser shall have the right to suspend the Order until such circumstances have ceased.

7.- SUPPLY INSPECTION: The goods and/or the work matter of this Order will be inspected by CRISA , and, in case they were useless, will be taken back to the supplier who will be liable for the payment of any expenditure arising from such return.
This inspection and control to assure the quality of the goods or services could be realized by CRISA or its customers at the supplier's facilities.

8.- DOCUMENTATION: Each delivery made again this Order must have its delivery note, enumerating the goods delivered and quoting the order number.

9.- INVOICING: Invoices shall be sent in four copies after complete delivery of the goods and/or services subject of this Order, unless otherwise agreed in writing by the Parties. Invoices shall be received at CRISA within 10 days from Invoice date.
Each invoice shall quote the Order Number.
CRISA reserves the right to reject any invoice not complying with this Order Conditions or any other fiscal requirement.

10.- GUARANTEE PERIOD: Unless otherwise agreed in writing by the Purchaser and the Supplier, the goods and/or work subject of this Order will have a 1 year guarantee, starting the date on which the goods and/or services start to be used by the Purchaser. Any good with a manufacturing error will be sent back to the Supplier who will be liable for the reimbursement of any expenditure including but not limited to dismantling and reassembly costs.

11.- CERTIFICATES: CRISA may ask the Supplier for the "Conformity Certificate", "Calibration Certificate", the "Final Test Results" or the Declaration of Conformity of CE mark and the Supplier shall be obliged to deliver them with the goods and/or the work matter of this Order.

12.- MANUALS: Equipments shall be delivered with the calibration manual, as well as maintenance and test procedures.

13.- CONFIDENTIALITY AND PUBLICITY : The Supplier shall treat all information provided by the Purchaser as confidential and use such information only for the purposes of performing the Purchaser's Orders. Where drawings or other data are issued, the Supplier shall exercise proper custody and control and return/dispose of such in accordance with the Purchaser's instructions.

14.- CONTROL OF SUPPLIER'S QUALITY RECORDS : Every ISO 9001 certified supplier shall keep control of their quality system records (par. 4.2.4 ISO 9001:2000) by using their own established procedures.

15.- LAW AND ARBITRATION: The construction, validity and performance of the Order shall be governed by the Law of the Spanish State.
Any dispute arising from this Purchase Order either directly or indirectly shall be subject to arbitration. The arbitration proceedings shall sit in Madrid, Spain. The arbitration award shall be final and binding to both parties. No appeal shall lie against it.

16.- NATO AQAP/PECAL 2110 requirements: When these requirements are applicable, the supplier is here informed all requirements of the contract or the purchase order may be subject to Government Quality Assurance(GQA). You will be notified of any GQA activity to be performed. To perform these activities it shall be permitted to Crisa the right of access at the supplier's facilities. In a similar way and always coordinated by CRISA, shall be permitted the access to the CRISA's customers even the Government Quality Assurance (GQA).

17.- "THE SUBCONTRACTOR" undertakes to comply strictly with all existing applicable laws to obtain the prevention of health & safety regulations in outsourced product development, in accordance with the provisions of Law 31/1995 on the prevention of occupational hazards (and the existing local, in case of being  the subcontractor a company located outside Spain), the implementing regulations, and other legislation in this area.

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Crisa, an Airbus Defence and Space company