ABB General Terms of Sale Equipment 2021 Hitachi Energy Final En.doc Manual

General Terms and Conditions of Sale of HITACHI ENERGY SPAIN (Supply of Components, Equipment, and/or Systems)

November 2021

1. General. be considered to be those caused by changes in the applicable legislation,

regulations and standards that occur after the date of submission of the

1.1 The sales and supplies of components, equipment, and/or corresponding offer. If such modifications and/or variations would impose systems (hereinafter the "Supply(s)") to be made by Hitachi Energy Spain additional or more onerous obligations on the Seller, the Seller shall be S.A.U (hereinafter referred to as the "Seller" or "Hitachi Energy") shall be entitled to an equitable adjustment of the contractual terms which fully governed by these terms and conditions (hereinafter referred to as the reflects the consequences of the new or modified law or regulation. "Hitachi Energy General Terms and Conditions of Sale") and as expressly agreed in the relevant offer and/or acceptance of the order and/or contract 4. Prices. (hereinafter collectively referred to as the "Order"), and which constitute the

particular conditions thereof, the order of precedence being as set out in 4.1 The prices of the Supply are net, not including VAT or any other section 1.3 below. Consequently, any other conditions that have not been tax, duty or charge, which shall be subsequently passed on in the invoice, expressly accepted by the Seller shall be null and void for all purposes. the corresponding rates being applied. These prices are only valid for the Order of the entire Supply specified in the Seller's offer.

1.2 These Hitachi Energy General Terms and Conditions of Sale

shall be deemed to have been communicated to the legal entity with whom 4.2 In the case of offers prior to the Order, the prices offered are the Seller contracts for sales of Supplies (hereinafter referred to as the valid for one month and in this period shall be considered as fixed in the "Buyer"), as soon as the Seller has been notified of the web page on which payment conditions specified in the offer, unless the Supply offered the Supplies are located or has received an offer from the Seller consists of imported materials, components or equipment subject to accompanied by these Hitachi Energy General Terms and Conditions of currency exchange contingencies or to the payment of duties and taxes, in Sale, and in all such cases shall be deemed to have been accepted by the which case the price of the offer would be adjusted according to the Buyer, for all purposes, when placing the Buyer's order. variations that these may undergo.

1.3. The order of precedence applicable to the contract documents 4.3 The prices stated in the offer are understood to be for the terms shall be as follows: of payment and delivery specified in the offer. Should these conditions be modified, the offer prices will be revised.

• Order

4.4 Once the Order has been accepted by the Vendor, the prices of

• Hitachi Energy Offering

the Supply shall be considered fixed and not subject to revision. However,

• Hitachi Energy General Terms and Conditions of Sale

a price revision will be applicable when:

a) agreed between the Buyer and the Seller,

2. Intellectual and Industrial Property.

b) the time for delivery or acceptance has been delayed for reasons not

The intellectual and/or industrial property of the offer, in all its terms, and attributable to the Seller, the information attached to it, as well as that of the object of the Supply and

that of the elements, plans, drawings, software, etc., incorporated or c) the scope of the Supply has been modified at the request of the relating to it, belongs to the Vendor or to his suppliers, incorporated in or Purchaser, and, in general, there is any variation and/or modification relating to the same, belong to the Vendor or to his suppliers, and therefore under the terms of these Hitachi Energy General Conditions of Sale,

their use by the Buyer for purposes other than the fulfilment of the Order is

d) the prices have been quoted in a currency other than the EURO to

expressly prohibited, as is their total or partial copying or transfer of use in

the extent that the currency has experienced a change in parity with

favour of third parties without the prior written consent of the Vendor;

the EURO from the date of the Order to the contractual invoicing

notwithstanding the fact that the Vendor may grant the Buyer a non-

dates of each milestone, and/or

exclusive and non-transferable right or licence of use over the same during the validity of the Order. For clarification purposes, this granting in favour of

e) the Buyer has unilaterally suspended, in whole or in part, the

the Buyer shall in no case be understood as a transfer of ownership in

execution of the Supply that is the object of the Order.

favour of the Buyer, and the Seller shall at all times hold ownership of these rights.

5. Terms of Payment.

3. Order Formalization and Scope of Supply.

5.1 The Seller's offer or, if there is no such offer, the Buyer's Order accepted by the Seller, shall include the terms of payment for the Supply.

3.1 The scope of the Supply shall be clearly specified in the

Pre-specified payment terms may also apply as part of an ongoing

Purchaser's order. In order to be considered effective, the Order must be

business relationship agreement between Buyer and Seller. These

expressly accepted by the Vendor, except in those cases in which, given

payment conditions must comply with the provisions of the Law against late

the periodic nature of the Supply, this requirement has been eliminated by

payment in commercial transactions, without exceeding in any case the

mutual agreement.

maximum periods established therein.

3.2 The Supply includes only the components, materials,

equipment and/or systems that are the subject of the Order, except in those 5.2 In the absence of any other agreement, the payment term shall

cases in which the Buyer's order, accepted by the Seller, explicitly includes be thirty (30) days from the date of delivery by the Vendor of the

any additional documentation, information, support or service. corresponding Supplies.

3.3 Weights, dimensions, capacities, technical specifications and 5.3 Payment shall be made on the agreed terms, to the Seller's configurations relating to Seller's products contained in catalogues, bank account. Payment shall be made without any deductions such as brochures, leaflets and technical literature are for guidance only and are not unagreed deductions, discounts, expenses, taxes or fees, or any other binding, except where Seller accepts a closed specification from Buyer, deductions. Whatever the means of payment used, payment shall not be which must form part of the Order documents. deemed to have been made until the amount has been fully and irrevocably

credited to the Seller's account.

3.4 Any modifications and/or variations to the scope, terms or other terms of an Order which may be proposed by either party must always be 5.4 If, for reasons beyond the Seller's control, the delivery, notified to the other party in writing and, in order to be considered valid, assembly or commissioning or acceptance of the Supply should be must be accepted by that party. Modifications and/or variations shall also