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General Terms and Conditions

GENERAL TERMS AND CONDITIONS OF PURCHASE

1.- SCOPE OF APPLICATION
1.1. The following general terms and conditions (hereinafter the "General Terms and Conditions") are applicable to the sale/purchase of products and to the service contracts established or those that may be established in the future between the Service Provider (hereinafter, the "Provider") and BILFINGER HSG FACILITY MANAGEMENT, S.A. or any other company included in the group belonging to its parent company, when these are registered in Spain or Portugal (hereinafter, the "Purchaser").
1.2. The sales/purchases and/or service contracts executed by the Purchaser and the Provider shall be governed by the specific terms and conditions agreed in writing by the parties in the purchase order, its modifications and/or additions (hereinafter the "Specific Terms and Conditions") and alternatively by these General Terms and Conditions, which shall be interpreted pursuant to the provisions of the aforesaid Specific Terms and Conditions. If there any contradictions between the General Terms and Conditions and the Specific Terms and Conditions, the latter shall prevail over the former.
1.3. The Provider's contracting conditions are expressly excluded with the acceptance of these General Terms and Conditions.
1.4. For electronic contracting processes, the parties agree that the Purchaser shall not have to send the Provider prior information and/or subsequent confirmation of acknowledgement of receipt of the Specific Terms and Conditions by the Provider, obligations set forth respectively in article 27 and 28 of Law 34/2002 of 11 July on information society and e-commerce Services.
1.5. All invoices shall include the Purchaser’s order number and the provider number established internally by this party. Invoices shall be sent in the name of the Purchaser that placed the order and to the address indicated therein.

2.- ORDER
2.1. The order shall be filled out in writing by the Purchaser.
2.2. Additional work that is not included in the initial contract shall not be paid unless it has been expressly accepted in writing by the Purchaser. The agreements and terms and conditions of the initial contract shall also be applied to additional work. The price for said work shall be calculated in the same way and pursuant to the same terms and conditions as the initial contract.
2.3. The Purchaser may request, in writing, modifications and/or additions to be made to the order at any point prior to acceptance by the Provider, with the beginning of the acceptance period being pursuant to the provisions of clause 2.1 with this new request.
2.4. The Provider undertakes to immediately advise the Purchaser of any changes he deems necessary or convenient for the successful implementation of the order. Once consent in writing has been obtained from the Purchaser accepting said modifications, the Provider shall implement them.
2.5. The General Terms and Conditions and the Specific Terms and Conditions for each main order, unless the parties agree otherwise, are applicable to all changes made to the main order and additional orders.

3.- PRICE, INVOICING AND METHOD OF PAYMENT
3.1. Once the service has been provided, the Provider shall prepare his invoice, which shall be paid by the Purchaser pursuant to the parameters established in Law 15/2010 of 5 July. Any invoice that does not include the order number previously provided by the Purchase Department shall be returned to the Provider.
3.2. Payment shall be made via bank transfer.
3.3. If it is agreed that the Purchaser can make payments on account, it shall be established whether said payments shall be made against the concession of a bank guarantee in his favour requested by the Provider and at his expense that covers the repayment of the amounts paid on account to the Purchaser in the event of a breach by the Provider.
3.4. Payments on account made by the Purchaser do not represent conformity therewith.
3.5. The Prices indicated in the Purchase Order include all the items and amounts to be paid by the Purchaser to the Provider as consideration for the contracted services and the Provider cannot, under any circumstance, make any changes to the agreed price. No subsequent changes can be made to the aforementioned price, unless expressly agreed by the parties and included in the Contract's Specific Terms and Conditions or in another written document which, if applicable, shall be attached to the contract with the signature of both parties.
3.6. For any issues that are not expressly taken into consideration in the Order or in the Specific Terms and Conditions, the Provider shall send the Purchaser a prior estimate which shall duly outline all the items for expenses that will affect the Purchaser when invoicing for said services.
3.7. The Purchaser shall not have to pay the Provider any sum for any item or amount that is not outlined in the Order or in the Specific Terms and Conditions, or, if applicable, via the relevant approved estimate.
3.9. The assignment of rights or requirements by the Provider to other institutions is expressly excluded.
3.10. The sum of the invoices shall not exceed the limit of the Purchase Order. The Purchaser shall solely be responsible for the payment of the amounts up to the limit approved in the Purchase Order. The Purchaser is entitled to return invoices without paying them if said invoices do not comply with the provisions of these Terms and Conditions of Purchase. Invoices received by the purchaser twelve (12) months after the completion of the services shall not be paid.

4.- DELIVERY
4.1. The Provider is responsible for meeting the delivery deadlines agreed in the order properly and on time.
4.2. Delivery notes signed by the Client shall only serve as confirmation that the delivery has been received and shall not indicate the recognition of the absence of defects, the integrity or the fulfilment of the order.
4.3. The Provider undertakes to inform the Purchaser immediately of any delays, even when he is not responsible for this circumstance.
4.4. The Purchaser shall be entitled to claim compensation from the Provider for damages caused thereto as a result of the delay, notwithstanding specific contractual fines agreed by the parties for this purpose.
4.5. In the event of an unjustified delay in the delivery of goods or the provision of a service, the Purchaser shall be entitled to terminate the purchase order.
4.6. The transfer of ownership by the Provider to the Purchaser shall be effective at the time of delivery. Retention of ownership by the Provider is excluded.
4.7. The Provider is responsible for collecting and treating waste, debris and/or packages as a result of his delivery and/or work carried out, in compliance with all current laws and regulations. The Provider is the sole party responsible with regard to the authorities and shall assume all expenses generated as a result of these actions.

5.- GUARANTEE
5.1. The Provider guarantees the provision of service pursuant to the agreed terms and conditions and he also guarantees the absence of flaws or defects in the delivered products for a period of 24 months from the date the goods are delivered.
5.2. The guarantee period shall be interrupted by means of a written notification from the Purchaser to the Provider, informing him of the flaw or defect.
GENERAL TERMS AND CONDITIONS OF PURCHASE
Bilfinger HSG Facility Management, S.A.
0381800_VA_06_11_C_ES V.03
General terms and conditions of purchase Bilfinger HSG Facility Management S.A. Effective 2013-09 2 / 3
This guarantee period shall be resumed for the relevant product once the Purchaser has expressly approved the new product or the repaired product.
5.3. The Purchaser shall be entitled to ask the Provider to correct any flaws or defects or to substitute the products with new ones.
5.4. In the event of defects in the provision of service, the Purchaser shall be entitled to ask the Provider to correct any flaw or defect and shall also be authorised, if the defect continues after the correction, to ask a third party to provide the service, at the expense of the Provider.
5.5. The Provider shall be liable for all costs and expenses derived from the correction of these defects.
5.6. The Provider undertakes to compensate and hold the Purchaser harmless from and against any third party claims derived from the non-compliance with his contractual obligations, or a breach by the Provider of the provisions of current laws with regard to the services that are included in the contract.

6.- INSURANCE
6.1. The Provider shall contract and maintain insurance cover in force to cover any civil liability he may be liable for with regard to the Purchaser and for personal and material damages that may be caused to the Purchaser either directly or indirectly as a result of the service provided and at the request of the Purchaser he shall provide the Purchaser with sufficient proof of insurance cover for these risks. The insurance cover shall in no case be less than 750.000 €.
6.2. The insurance policies and the amounts insured therein shall not limit the Provider’s responsibility.

7.- INDEMNITY
7.1. The Provider guarantees that the services provided within the framework of the contractual relationship with the Purchaser do not infringe upon third party rights and he guarantees the Purchaser quiet enjoyment thereof.
7.2. The Provider shall hold the Purchaser harmless from and against all responsibility with regard to any claims derived directly or indirectly from the breach of any obligations assumed by the Provider and agrees to pay any amounts as a fine, penalty, compensation, damages, interests, losses (including lawyer's fees, costs and legal expenses) that the Purchaser may have to pay as a result of the aforementioned claims. The indemnity and compensation described in these terms shall be applicable to the Provider even when the contractual relationship between the parties has ended for any reason, as well as in the event of a sub-contract or agreed transfer.

8.- CONFIDENTIALITY
8.1. “Confidential Information” means all information submitted by the Purchaser to the Provider or which the latter obtains from the former or which is developed and refers to the business or activities of the Purchaser, including by way of example, but not limited to, technical and commercial information, knowledge, data, know-how, processes, client lists, methods of establishing prices, maps, inventions and ideas in any format or medium.
8.2. The Confidential Information does not include information which, when it was created, provided or developed, was public domain or became public domain at a later date without a breach by the Provider.
8.3. The Provider undertakes to maintain all Confidential Information (I) in the strictest confidence by him and his employees, (II) to  use it exclusively for the purposes included in the order, (III) to only make it available to his employees insofar as necessary in order to implement the order, (IV)  not to communicate, reveal, disclose or in any other way provide said information to third parties unless prior written authorisation has been obtained from the Purchaser for said purpose and (V) to return it (or, at the discretion of the Purchaser, destroy it) once the order has been carried out or at any other point if so requested by the Purchaser.
8.4. The Provider undertakes to ensure that his employees and, if applicable, subcontracted third parties comply with the provisions of this clause 8 and shall be responsible for any breach of these obligations.
8.5. The aforementioned obligations shall remain in force even when the order or the contractual relationship comes to an end. The Provider shall have to file and keep all the relevant documents for a period of 5 years from the delivery thereof.
8.6. The Provider shall require prior authorisation in writing from the Purchaser if he intends to advertise his commercial relationship with the Purchaser.
8.7. The information transferred by the Provider to the Purchaser is not understood to be confidential unless agreed beforehand in writing.

9.- PROVIDER’S RIGHTS TO COMPENSATION
9.1. The Provider’s rights to compensation regardless of the cause are excluded in the event of minor negligence.  This exclusion shall not be valid in the event of an injury to life, body or health of individuals or in the event of negligence with regard to fundamental obligations.
9.2. In the event of a minor negligence with regard to fundamental obligations, the right to compensation shall be limited to the substitution of typical and foreseeable damages.
9.3. The Purchaser’s limitation of responsibility shall be applied in the same way to his employees, collaborators and representatives.

10.- FORCE MAJEURE
10.1 Neither Party shall be responsible for a breach of the obligations contracted in this Contract when said breach is the result of a circumstance of Force Majeure pursuant to the provisions of article 1.105 of the Spanish Civil Code, including, but not limited to: acts by civil o military authorities, declared and undeclared war, civil disruptions, uprising or revolts, sabotage, fires, inclement weather, earthquakes, flooding, strikes, lock-outs or other labour problems or embargos. If these circumstances persist for longer than 3 months, both parties are entitled to terminate the contract.
10.2. The Purchaser’s right to terminate the contract shall remain unaffected in the event of a circumstance of force majeure in the Provider’s facilities that prevent him from fulfilling the obligations contracted with the Purchaser.

11.- SUBCONTRACTING, TRANSFER AND COMPENSATION
11.1. The Provider may only subcontract third parties with the prior consent in writing from the Purchaser. In which case, the Provider shall be solely and directly responsible for the provision of service with regard to the Purchaser.
11.2. The transfer to third parties by the Provider of rights or obligations derived from the contract for services rendered with the Purchaser shall require the prior written approval from the Purchaser.
11.3. The relationship between the Purchaser and the Provider established with this Purchaser Order is that of independent contractors and none of the provisions of these General Terms and Conditions shall be interpreted in such a way that suggests an association, joint company, employment relationship or any other representation relationship is established between the Purchaser and the Provider. Under no circumstance shall the employees of one of the Parties be considered an employee of the other Party for any purpose.
11.4. The amounts to be paid or received for any item derived from the contractual relationship between any of the companies belonging to the Purchaser’s group and any company belonging to the Provider’s group shall be paid, providing the requirements of article 1.196 of the Spanish Civil Code have been met.
11.5. Therefore, the relevant assignments of credit and debit within the companies belonging to the Provider's group and/or the Purchaser's group shall be understood to have been implemented and agreed.

12.- VARIOUS
12.1. The Provider undertakes to provide the service that is the subject matter of this contract in compliance with all the requirements pursuant to Spanish laws and in accordance with the provisions outlined by the Purchaser.
12.2. If one of the General Terms and Conditions or the Specific Terms and Conditions agreed by the parties is rendered null and void, this shall not affect the validity of the rest of the contractual relationship between the parties.
12.3. The parties shall have to replace the invalid condition in good faith and within acceptable limits, with another that has the same technical and economic result as the original one and this shall not entail any substantial or material change to the rest of the contractual relationship between the parties.
12.4. Unless expressly stated otherwise in these General Terms and Conditions, any notifications and communications between the parties shall be carried out via email, registered fax, letter or telegram with proof of reception or any other written means with proof of reception by the recipient, addressed to the relevant addresses.

13.- LEGISLATION AND JURISDICTION
13.1. The contractual relationship between the parties shall be subject to Spanish legislation. With these General Terms and Conditions, the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980, is hereby expressly excluded.
13.2. In order to resolve any controversy that may arise with regard to the interpretation or application of this contractual relationship, the Purchaser and the Provider agree to submit said disputes to the exclusive jurisdiction of the courts and tribunals of Madrid, expressly waiving any other jurisdiction to which they may be entitled.

14.- CODE OF CONDUCT
The Provider shall comply with the following code of conduct for subcontractors and providers:
14.1. Code of conduct for subcontractors and providers
Bilfinger SE and the companies within the group (Bilfinger) shall comply with the ethical principles, principles of integrity and loyalty to law. Bilfinger’s conduct rules and guidelines, as well as the UN’s Global Compact principles are binding for all Bilfinger employees.
Bilfinger also expects its subcontractors and providers to behave with integrity and to fulfil their professional and loyalty responsibilities, pursuant to the Global Compact principles and the basic regulations outlined below.
14.2. Fight against fraud
Subcontractors and providers shall actively and accordingly fight against any type of punishable or unethical influence with regard to Bilfinger’s decisions or those of other companies and institutions and they shall act against corruption within the company.
14.3. Fight against prohibited covenants
Subcontractors and providers shall not take part in any illegal agreements that have restrictive effects on competition and they shall fight against prohibited cartels.
14.4. Fight against illegal and clandestine employment
Subcontractors and providers shall comply with the relevant regulations with regard to contracting employees and they shall work efficiently to combat illegal or clandestine employment.
14.5. Respect for the fundamental rights of workers
Subcontractors and providers shall comply with the rights and obligations concerning the safety, health and confidentiality of their employees and they shall undertake to comply with the principles of respectful, fair and non-discriminatory treatment. They shall contract and pay their employees according to fair contracts and in compliance with law and they shall also comply with basic international contracting regulations.
14.6. Respect for the environment
Subcontractors and providers shall comply with regulations concerning the environment and they shall minimise any adverse impact on the environment.
Bilfinger shall insist upon its subcontractors and providers complying with the principles of the Global Compact initiative and the basic regulations of this code of conduct for subcontractors and providers (Code of Conduct), and shall insist that they impose these upon their subcontractors and providers.
Bilfinger’s subcontractors and providers shall have to communicate their own code of conduct infringements, insofar as the commercial relationship with Bilfinger is affected, as well as any others which they may be aware of that entail unsuitable behaviour by Bilfinger's employees.


Contact:

- Direct telephone Compliance Department: +49 (0) 800-245346437
Communications made via this direct extension ensures anonymity, given that this special telephone number does not identify the caller’s line.
Subcontractors and providers shall actively resolve suspicious cases and collaborate unconditionally with Bilfinger for this purpose.
If there is sound evidence that a subcontractor or provider has breached the code of conduct or if there is a suspicion that a subcontractor or provider has not sufficiently fulfilled his obligation to resolve and cooperate, Bilfinger may immediately terminate the commercial relationship with the affected subcontractor or provider pursuant to the rights derived from the contract or from law. In the event of a breach of the Code of conduct, Bilfinger reserves the right to take other legal action, in particular, to demand compensation for damages.
Bilfinger may sometimes update the Code of conduct in a reasonable manner and expects his subcontractors and providers to accept said changes.

Note. Please return the signed copy of the General Terms and Conditions.
Thank you.