SALE CONDITIONS

GENERAL TERMS AND CONDITIONS OF SALE June 2025 - V.1/25

1. The following General Terms and Conditions of Sale govern the sale of goods by the Seller. The “Seller” refers interchangeably to the legal entity ADAPTA COLOR S.L. and/or any of its subsidiaries or affiliates. The “Buyer” refers to the buyer of the Products of ADAPTA COLOR S.L. The “Products” are the goods sold by ADAPTA COLOR S.L. to the Buyer. These General Terms and Conditions will accompany the quote issued by the Seller and will be deemed accepted by the Buyer and will therefore come into force when the Buyer returns a signed copy of the Seller’s Order Confirmation. Failure to send the signed Order Confirmation within a maximum period of two (2) hours from its dispatch by the Seller or failure to expressly reject it within the aforementioned period will imply acceptance of the order by the Buyer under the terms included therein. The Buyer undertakes to accept our general terms and conditions of sale and to waive its own general terms and conditions of purchase. No other general terms or conditions, or modifications to these, will apply unless they are expressly accepted by the Seller in writing with its signature. No modification of the terms and conditions of sale may be made or accepted by means of order confirmations, purchase orders from the Buyer or any other document containing different conditions.

2. Our quotes are made without obligation and do not constitute an offer, but rather a proposal or invitation to the Buyer to place an order. Acceptance of the sale is not final until the order has been confirmed to the Seller. Once the order has been confirmed by the Buyer, it may not be cancelled without the express written consent of the Seller, and the Buyer will be liable to compensate the Seller for any loss, cost or damage incurred by the Seller as a result of such cancellation.

3. All agreements concerning the sale of the Products may not be assigned or transferred, in whole or in part, by the Buyer without the express written authorisation of the Seller.

4. The delivery conditions will be interpreted in accordance with the latest INCOTERMS in force on the date of acceptance of the order. Unless otherwise agreed in writing, the international trade terms followed by the Seller and the Buyer will be those of INCOTERM Ex Works (EXW). The risk of loss of the Products will be borne by the Buyer, who is responsible for organising and paying for the transport of the goods from the Seller’s premises to their final destination, from the moment of their delivery to the Buyer or of communication to the Buyer that they are available for collection, with the Seller expressly reserving ownership of the goods until payment of the price has been made. The delivery or execution period will not be essential, is indicative and does not constitute any commitment. Failure to deliver the Products on the date proposed in the Order Confirmation will not entitle the Buyer to claim damages for losses or costs, or to withdraw or cancel the order. The Seller may make deliveries in instalments. Failure to meet a deadline or any complaint by the Buyer regarding a deadline will not entitle the Buyer to consider the entire order rejected. The Buyer is responsible for checking and signing all deliveries and, by signing, indicates that the delivery received is correct, complete and in good condition. If the shipment is incomplete or considered damaged, the courier company must be notified, indicating this on the delivery note. Returns of products without the prior written approval of the Seller will not be accepted, and the Buyer will be responsible for any costs arising from such returns.

5. In international transactions, any increase in charges complementary to the sale, such as transport and insurance costs, customs duties, taxes, etc., prior to the arrival of the products at their destination will be borne by the Buyer.

6. Unless proven otherwise, the kilograms of product, units and/or quantities detailed on the delivery note and verified by the Seller in its dispatch warehouse will prevail over any other type of information.

7. No liability will be derived from the circumstances outlined below, which are provided as examples and are not exhaustive: issues of state, wars, riots, strikes, lockouts, fires or other force majeure; breakdowns, inadequate supply of raw materials or energy, interruption of transport or any other circumstance beyond our control that affects the normal production or normal dispatch of the products. These will be considered by the parties as cases of force majeure and will result in the suspension or cancellation of the sales agreement. If the delivery or receipt of the goods is delayed by more than 15 days, the parties will be entitled, excluding any other rights they may have, to cancel the order in respect of the goods affected by such circumstances.

8. If there are objectively justified circumstances that prevent the Seller from supplying all of the Products, the Seller may distribute its available products in the manner it deems reasonable to satisfy demand. In this case, the Buyer agrees to accept partial deliveries and to grant the Seller an extension so that the latter can complete the outstanding deliveries.

9. The products travel at the Buyer’s risk and expense. The Buyer will bear any special transport costs, other than standard costs, that have been requested by it.

10. The Buyer is obliged to accept the products on the delivery date and undertakes to unload them, providing the necessary means. The material will be considered on deposit when the Seller notifies the Buyer that the goods are ready for collection, and their custody and preservation will be the responsibility of the Buyer. The Seller guarantees that the Products sold comply with their specifications. In the event that the goods, once sold, are processed in any way, the guarantees offered by the Seller will be limited to the goods in the condition in which they were sold. Complaints must be made as soon as possible and confirmed in writing within a maximum of 7 calendar days from the date of delivery of the materials in the case of visible defects, and 30 days in the case of hidden defects. The Buyer must also take the necessary measures to allow inspection by the Seller and to prevent further damage. If there are visible or hidden defects, the products with these defects will be replaced free of charge or credited in full or in part at the Seller’s discretion. No compensation in excess of the purchase price of the Product(s) to which the claim relates will be paid to the Buyer, whether in respect of Products delivered or those that are not delivered. The Seller will not be liable for any indirect or consequential losses or loss of profit. If the Buyer’s claim is accepted, the Seller will have the option of repairing or replacing the defective products or granting the Buyer an appropriate reduction in price. The products subject to the claim may not be disposed of in any way or returned to the Seller without the latter’s express written authorisation.

11. Invoices will be payable to the bank account indicated therein and in accordance with the legal deadlines established in the measures to combat late payment in commercial transactions. Non-payment of the invoice will entitle the Seller to be compensated for the return costs incurred and the interest on arrears accruing from the payment due date without the need for formal communication to the Buyer. The interest on arrears will be equal to the legal interest rate. If the Buyer keeps failing to pay the outstanding invoices even after 15 calendar days following notification by ordinary e-mail, this will give rise to a claim for payment of the amounts owed and also to the cancellation or suspension of outstanding orders without any formality and without prejudice to our right to claim damages from the Buyer. The Buyer may not withhold or deduct payment of any amount owed to the Seller by way of compensation, damages, counterclaim or similar deduction.

12. If the Seller has indications that the Buyer’s financial solvency is inadequate, the Seller may demand advance payment prior to shipment of the Products for the remainder of the transactions and declare all claims arising from the contractual relationship to be due and payable, without prejudice to any other rights to which it may be entitled.

13. The products and supplies will only become the property of the Buyer after full payment of the invoiced amount. If the products are withdrawn, their loss in value will be deducted from the payments already made by the Buyer. Ownership of the products will remain with the Seller until the Buyer has paid in full all amounts invoiced and owed to the Seller. While awaiting payment, the Buyer will hold the unused products in trust for the Seller, stored in good condition and separate from other goods, so that they are easily identifiable as the property of the Seller. The Seller has the right to access the Buyer’s premises to collect any product of which it is the owner.

14. The products supplied may not be marketed or sold directly or indirectly in the US and Canadian markets, even in combination or mixture with other goods or products.

15. Any technical information provided by the Seller is for guidance only and is provided based on its current knowledge to the best of its understanding and belief. Due to the wide variety of factors and conditions that influence both the suitability of the substrate and the use and application of the Products, the necessary technical study must be carried out prior to use. Consequently, the information provided by the Seller does not release the Buyer from performing its own checks to verify that the Products are suitable for the use specified by the Buyer. The Seller will be obliged to keep records of its quality system for a maximum period of two (2) years from the date of dispatch of the product. Once this period has elapsed without the Buyer having reliably notified the Seller in writing of any incident regarding the quality of the product, the Seller will not assume any liability towards the Buyer in relation to the quality of the product. The Buyer assumes all risk and liability for the results obtained from the use of the Products, both individually and in combination with other Products. ADAPTA COLOR S.L. will not accept any liability or guarantee that is not agreed in the supply contracts.

16. These Terms and Conditions, as well as any other terms agreed between the Seller and the Buyer, are strictly confidential and contain sensitive commercial information (in particular, the price list, details of discounts, and payment terms). The Seller and the Buyer undertake to maintain confidentiality and not to disclose to third parties these Terms and Conditions or any other confidential information, in any form, belonging to or relating, directly or indirectly, to the other party or its subsidiaries, without the prior written consent of the other party. However, either party may disclose this information if required to do so by law, court order, regulation or any governmental authority.

17. The Buyer must ensure that its managers, employees, counterparties, resellers, subcontractors, and any other person, comply with all applicable laws and will not take any action that would cause the Seller to violate these laws. Applicable laws include, without limitation, laws, standards, codes, regulations and legal requirements that come into force from time to time, including specifically those relating to (without limitation) labour and employment, human rights, privacy, security, applicable taxes, the environment, competition and antitrust laws, anti-corruption and bribery, and export controls and sanctions. The Buyer will, at its own expense, obtain and maintain all certifications, authorisations, licences and permits required to conduct its business and fulfil its obligations. The Buyer must adhere to the Code of Conduct published on the Seller’s website (https://adaptacolor.com) in all transactions involving the Seller or any of its affiliates. The Buyer hereby indemnifies the Seller in full, and upon request, for any loss, damage, liability, claim, legal action or proceeding in which the Seller or any of its affiliates may incur as a result of any breach of this clause by the Buyer.

18. The international rules for the interpretation of trade terms drawn up by the International Chamber of Commerce are applicable to all international transactions between the Seller and the Buyer. It is always the Buyer’s responsibility to take all necessary measures to comply with the requirements established by local regulations and laws.

19. The Seller’s intellectual property may only be used by the Buyer with the prior written authorisation of the Seller and signed by both parties.

20. All notifications will be made in writing via a means that provides reliable proof of delivery, in particular, they will be sent by e-mail with acknowledgement of receipt to the address provided by the Seller and/or the Buyer.

21. If any provision of these General Terms and Conditions of Sale is wholly or partially rendered null and void, illegal, inapplicable or ceases to have effect in any jurisdiction, this will not affect any other provision or invalidate or render inapplicable such provision in any other jurisdiction, and the remaining provisions or agreed terms and General Conditions of Sale will remain valid in all other respects. The parties may compel each other to negotiate in good faith to replace the null, invalid or ineffective provision or agreement with a new one that is as close as possible to the original intention of the Seller.

22. These General Terms and Conditions of Sale are subject to and will be interpreted in accordance with the laws of the Kingdom of Spain. If there is failure to comply with the above conditions, the Buyer and Seller submit to the jurisdiction and competence of the Courts and Tribunals of Vinaròs, expressly waiving their own jurisdiction and domicile.

23. The General Terms and Conditions of Sale are available in different languages on www.adaptacolor.com. All Products supplied and technical advice given are subject to the Seller’s General Terms and Conditions of Sale, and it is therefore strongly recommended that you review and read them carefully. The information contained in the technical data sheets, analysis reports, safety data sheets and other documentation is subject to change, given the Seller’s policy of continuous innovation and customer feedback. It is therefore the Buyer’s responsibility to ensure that they have the latest information before using the Product(s).