1.- Contract and Parties.
(a) The Specific Conditions and any appendix other than these General Sales Conditions issued by IBK Tropic, S.A., Plaza Tetuán, number 40-41, 2nd floor, office 32, 08010 Barcelona (“IBK”) and addressed to the client, together with these General Sales Conditions (jointly, the “Contract”), constitute the complete agreement between the Client and IBK in relation to the Products. By placing an order (“Order”), entering into the Contract or cancelling the Order in accordance with the Contract (“Cancellation”) with IBK, the Client shall be deemed to have read and accepted IBK’s General Sales Conditions and to have waived its own general terms and conditions, if any.
(b) For the purposes of this Contract, the Client shall not include the Client’s subsidiaries or affiliates unless they are specifically included in the Contract. The person signing on behalf of the Client or placing the Order has full power and authority to enter into the Contract, with binding effect, on behalf of the Client and its subsidiaries and affiliates, where included.
(c) In the event of any contradiction or conflict between these Sales Conditions and the Specific Conditions, the Specific Conditions shall prevail, except for articles 2, 9, 12, 13 and 14 of the General Sales Conditions, which shall always prevail over the Specific Conditions. (d) IBK expressly reserves the right to modify the General Sales Conditions at any time.

2.- Offers and Orders.
(a) Quotations prepared by IBK, in any form, shall not be binding on IBK and shall constitute only an invitation for the Client to place an Order. Quotations based on estimated quantities may be increased if the quantities actually purchased are lower than those estimated. (b) Orders shall not be binding on IBK until accepted in writing (“Confirmation”). If the Confirmation differs from the Order in any respect, the terms and conditions of the Confirmation shall apply unless the Client replies to the Confirmation in writing, specifically and without delay.
(c) IBK may reject an Order without stating reasons. (d) Any Order or Cancellation by the Client shall only be binding after IBK has confirmed the Order. If the Client places an Order based on an outdated price list, IBK expressly reserves the right to reject the Order and/or cancel the Confirmation. (e) Any change to an Order requested by the Client that entails higher costs than those originally taken into account by IBK when determining the price shall be paid by the Client. If such change entails a reduction in costs, this shall not entitle the Client to a reduction in the purchase price, without prejudice to IBK’s right, at its sole discretion, to decide that such changes may result in a price reduction.
(f) In the event of a Cancellation by the Client affecting two or more sales contracts or orders, the quantities shall be cancelled in the same order in which they were placed or entered into. (g) If the Client places an Order that may affect an existing Sales Contract, such Order shall be deemed a Cancellation of the existing Sales Contract unless the Client confirms otherwise no later than at the time of placing the Order. (h) Total or partial Cancellation by the Client shall entitle IBK, in addition to any damages that may be due, to recover from the Client either the price of Products that cannot be resold by IBK or compensation equal to fifty per cent (50%) of the price of the Products. If IBK’s damages are higher, IBK shall be entitled to claim the corresponding compensation. (i) IBK may cancel the Order if the Client breaches these General Sales Conditions or the Specific Conditions, or if the Client becomes insolvent, enters into business reorganisation or liquidation. (j) If the Client’s Order is cancelled by IBK, any outstanding amount owed to IBK shall become immediately due and payable. (k) Sales contracts and orders between the Client and IBK shall be subject to any shortage event and/or other circumstances beyond IBK’s control that make it impossible to supply the Products.

3.- Prices.
(a) Prices shall be agreed in writing and, unless otherwise agreed, shall be expressed in euros, excluding VAT, transport costs, customs duties, excise duties and any other taxes payable. (b) Price lists shall only be valid during the reference period, without prejudice to IBK’s right to adjust prices or withdraw Products from the list during that period, at its discretion, even if the Product has not yet been shipped, where this is due to an increase in the cost price of certain factors. (c) If, at the end of the delivery period provided for in a Sales Contract, any amount of the Client’s outstanding balance remains unpaid, IBK shall be entitled to increase the price each month by 1% of the outstanding balance of the relevant Sales Contract and to recover any additional damages caused. (d) In the event of cancellation of an Order, Cancellation or early termination of a Sales Contract by the Client, IBK shall be entitled to compensation for the damages caused.

4.- Delivery.
(a) IBK shall make all reasonable efforts to meet any agreed delivery date or time. (b) IBK’s obligation to supply the Products shall be suspended for as long as the Client delays payment to IBK or to any company affiliated with IBK, without prior notice and without prejudice to IBK’s or the relevant company’s right to claim compensation.

5.- Transport and Risks.
(a) All transport shall be carried out under the Incoterm terms agreed in the Specific Conditions or, failing this, Ex-Works at the factory or place of production. (b) In the event of a justified claim against IBK for significant delivery delay not caused by force majeure, IBK’s maximum liability for damages caused to the Client shall be limited to the value of the affected Products. This measure shall be deemed to fully compensate the Client, who accepts this, and no further claims or actions may be brought, whatever their basis.

6.- Quantity and Quality.
(a) IBK warrants that the Products shall be of satisfactory quality and shall comply with the specifications agreed in writing, if any. All other warranties are excluded to the fullest extent permitted by law. (b) For certain Products, IBK may submit a quality report as agreed by the Client and IBK. IBK shall not be held liable for any consequence arising directly or indirectly from the Client’s use of the Products before the full results of such quality report have been obtained. (c) The quantity recorded by IBK at the time of shipment shall be decisive. Where the quantity of Products delivered is higher or lower than requested by a difference not exceeding 10%, IBK shall be deemed, at its option, to have duly fulfilled its contractual obligations and the Client shall not be entitled to reject the Products. The Price payable by the Client shall correspond to the quantity of Products actually delivered.

7.- Acceptance, Inspection and Claims.
(a) The Client shall accept delivery immediately when presented. All costs incurred by IBK due to the Client’s unjustified refusal to accept delivery of the Products shall be borne by the Client, including unloading, transport and storage costs. (b) Upon arrival of the Products and before any use or resale, the Client shall be responsible for verifying their condition, quality and quantity, as well as their conformity with the specifications, if any. Any visible defect in the Products and/or their packaging shall be indicated on the delivery note. (c) All claims shall be notified to IBK in writing within a maximum period of 24 hours. Defects that could not be discovered even after diligent inspection shall be notified to IBK within three (3) days from the moment they are discovered. (d) IBK shall not accept any claim after expiry of the Products’ shelf life or after six (6) months from the delivery date. (e) The Client shall lose all rights to claim for defects in the case of Products that have been incorrectly handled or stored by or on behalf of the Client. (f) All defects shall be jointly verified by representatives of IBK and the Client within a reasonable period. (g) In respect of justified or accepted claims, IBK shall, at its discretion, supply additional or replacement Products, or refund all or part of the invoiced amount or issue a credit note.

8.- Payment of invoices.
(a) Payments shall be made to IBK in accordance with the terms set out in the invoice, which, unless otherwise stated, shall be thirty (30) calendar days from the day following the invoice issue date and by bank transfer to the IBK account indicated in the invoice. Invoice amounts shall be due and payable without any deduction or set-off, unless expressly agreed in writing by IBK. (b) Any claim relating to the invoice shall be submitted to IBK within seven (7) calendar days following receipt of the invoice. (c) Prices shall be paid in the currency indicated on the invoice. Any loss arising from exchange-rate volatility shall be borne by the Client unless otherwise agreed in writing. (d) Mere non-payment, even partial, on the due date shall constitute a breach without the need for prior notice. (e) Late payments to IBK shall automatically accrue interest, without prior notice, at 3-month Euribor plus 700 basis points on the outstanding amount, for each day of delay. (f) All expenses arising from collection actions due to late payment shall be borne by the Client. (g) IBK may immediately suspend and/or cancel all or part of the sale of Products not yet delivered until IBK has received full payment or such payment has been sufficiently guaranteed.

9.- Retention of title.
(a) The Products shall remain the property of IBK until full payment of the relevant invoice or invoices by the Client. (b) Without prejudice to IBK retaining title, the Client shall handle the delivered Products with due care and insure them properly. Until title is transferred to the Client, the Client may not process or resell the Products except in the normal course of its business, nor pledge them or grant any third party any other right over the Products.

10.- Force Majeure.
(a) Neither party shall be deemed to be in breach of its contractual obligations by reason of delay or non-performance where such delay or non-performance arises from a cause beyond its reasonable control, including, without limitation, acts of God, explosions, floods, extreme weather conditions, fires, accidents, war, terrorism, civil unrest, labour disputes or actions, strikes, lockouts, interruption in the supply of raw materials, import or export regulations or embargoes. (b) If a party is prevented by such event, it shall notify the other party of the suspension without delay. (c) If such event continues for more than sixty (60) calendar days, either party may terminate the contractual relationship with immediate effect.

11.- Termination.
(a) Without prejudice to any other contractual remedies, either party may terminate the contractual relationship, in whole or in part, with immediate effect by notifying the other party by registered mail or courier in the event of an uncured material breach within the established period, insolvency, liquidation, bankruptcy proceedings or cessation of activity. (b) Any Order or Cancellation in force on the date of notice of termination and not yet commenced may be cancelled at the discretion of the non-breaching party. (c) On the effective date of termination, the Client shall settle and purchase all Products already produced and all packaging materials acquired by IBK within the framework of the contractual relationship.

12.- Limitation of Liability.
(a) Each party shall indemnify the other for any damage or loss caused by its wilful or negligent breach of the contractual relationship. The obligation to indemnify shall cover direct losses or damages caused by the breach on reasonable grounds. (b) IBK shall not be liable for defects or damages caused by third-party products, incorrect information supplied by the Client, modifications or interventions not attributable to IBK, non-commercial use of the Products, inadequate manufacturing or storage processes by the Client, or use contrary to IBK’s instructions or recommendations. (c) IBK shall not be liable for delays caused by the Client, by third parties for whom the Client is responsible, by Force Majeure or by Client requests for modification. (d) IBK’s maximum liability to the Client or third parties shall be limited to the amount paid by the Client for the Products subject to the claim. (e) Under no circumstances shall IBK be liable for loss of profit, loss of business, work interruption, production failure or any other indirect or consequential damages. (f) Nothing herein shall limit the liability of either party in the event of fraudulent misrepresentation, wilful misconduct or where such limitation is not permitted by mandatory law.

13.- Intellectual and Industrial Property Rights.
(a) IBK shall remain the owner of the intellectual property developed exclusively by it in relation to the Products, including specifications and recipes. IBK shall grant the Client the licence necessary to use such intellectual property to the extent required to incorporate the Products into the Client’s products. This licence shall expire, although not for Products already purchased, as soon as the Client ceases to purchase commercial quantities from IBK. (b) The Client shall remain the owner of the intellectual property developed exclusively by it in relation to the Products and shall grant IBK the licence necessary to use it for the purposes of the contractual relationship between the parties. (c) With regard to any intellectual property jointly developed by the parties, ownership shall be granted to IBK unless otherwise agreed.

14.- Confidentiality.
(a) Each party shall keep confidential, and shall not disclose to third parties, the terms of the contractual relationship between them and any confidential, sensitive or private information relating to the activities and products of the other party, including, without limitation, technical and commercial know-how, specifications, recipes and processes, disclosed by the other party in writing, electronically or verbally during the contractual relationship, unless such disclosure is expressly authorised in writing by an authorised representative of the disclosing party.

15.- Miscellaneous provisions.
(a) No modification, amendment or waiver of these IBK General Sales Conditions shall be binding on either party unless made in writing and signed by both parties. (b) If any provision of IBK’s General Sales Conditions is or becomes null, void or unenforceable, in whole or in part, such nullity or unenforceability shall not affect the validity of the remainder of the provision or of the other provisions. (c) IBK may assign, delegate or transfer its contractual obligations and/or any part thereof, or assign its rights, to any IBK affiliate. The Client may not assign to any third party any of its rights or obligations arising from the contractual relationship with IBK without IBK’s prior written consent.

16.- Applicable law and disputes.
(a) Clauses customarily used in the commercial relationship between the parties shall be interpreted in accordance with Incoterms®2010, and any reference to an Incoterm shall be understood as a reference to Incoterms®2010. (b) IBK’s General Sales Conditions and the legal relationships between the Client and IBK shall be governed by Spanish law. (c) All disputes arising from any Order, Cancellation, Sales Contract, General Conditions or Specific Conditions, or from any legal relationship between the Client and IBK, shall be resolved amicably and through good-faith negotiations. (d) If such dispute appears impossible to resolve, the parties, expressly waiving any other jurisdiction that may correspond to them, submit to the jurisdiction and competence of the courts of Barcelona, Spain.

17.- Data Protection.
In accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR), and Spanish Organic Law 3/2018 of 5 December on Personal Data Protection and the Guarantee of Digital Rights (LOPDGDD), the Client is informed that the personal data provided under this contract shall be processed by IBK TROPIC, S.A. for the purposes described below.

Data controller
Identity: IBK TROPIC, S.A. – Tax ID A58444159
Postal address: Plaza Tetuán, 40-41, 2nd floor, office 40, 08010 Barcelona
Email: contabilidad@ibktropic.com
Data controller: Maura Sans Rovira
Contact: maura.sans@ibktropic.com

Purposes of processing
1. To manage, maintain and develop the contractual relationship arising from the sale and purchase of products.
2. To manage invoicing, collection and shipment of products.
3. To comply with applicable legal obligations, including tax and accounting obligations.
4. To send commercial communications about products or services similar to those contracted, unless the Client objects.
5. To send other commercial communications, provided the Client’s express consent has been obtained.

Legal basis / lawfulness
1. Performance of a contract (Art. 6.1.b GDPR) for purposes 1 and 2.
2. Compliance with a legal obligation (Art. 6.1.c GDPR) for purpose 3.
3. Legitimate interest (Art. 6.1.f GDPR) for purpose 4, under Article 21.2 of the LSSI.
4. Consent of the data subject (Art. 6.1.a GDPR) for purpose 5.

Recipients of the data
The data may be disclosed to financial institutions for the management of collections and payments; transport and logistics companies for the shipment of orders; competent public authorities, such as the Spanish Tax Agency, in compliance with legal obligations; and processors providing services to IBK TROPIC, S.A., such as administration or IT services, with whom the relevant contract has been formalised. No international data transfers are envisaged.

Retention periods
The data shall be retained for as long as the contractual relationship remains in force. Once it has ended, the data shall be duly blocked for the legally established limitation periods in order to address any potential liabilities, generally 6 years for commercial and tax documentation.

Rights of data subjects
The Client may exercise at any time their rights of access, rectification, erasure, restriction of processing, data portability and objection by sending a written request to Plaza Tetuán, 40-41, 2nd floor, office 40, 08010 Barcelona, or by email to maura.sans@ibktropic.com, attaching a copy of their ID card or equivalent document. They also have the right to withdraw consent previously given and to lodge a complaint with the Spanish Data Protection Agency (www.aepd.es) if they consider that their rights have not been duly addressed.

Additional information
Additional and detailed information on data protection is available in our Privacy Policy at https://www.ibktropic.com/politica-de-privacidad/.

Notice to clients regarding changes to the General Sales Conditions
The changes introduced in our General Sales Conditions are not arbitrary; they respond to specific obligations under the legislation in force:
13. Regulatory update: The reference to Spanish Organic Law 15/1999 on Data Protection has become obsolete. The new clause refers directly to the GDPR and the LOPDGDD, which constitute the current legal framework.
14. Principle of transparency and duty to inform: Article 11 of the LOPDGDD and Articles 13 and 14 of the GDPR require data subjects to be informed in a clear, concise and complete manner about the processing of their data. The layered model, with a summary table, effectively complies with this requirement.
15. Identification of legal bases: Article 6 of the GDPR establishes the legal bases that make data processing lawful. It is mandatory to inform the data subject which legal basis supports each purpose. The proposed wording specifies whether the processing is based on performance of the contract, compliance with a legal obligation, legitimate interest or consent.
16. Extension of rights: Spanish Organic Law 15/1999 included the ARCO rights. The GDPR, in Articles 15 to 22, expands these rights by incorporating, among others, the rights to erasure, restriction of processing and data portability. The new clause includes all of them and informs the data subject of the right to lodge a complaint with the supervisory authority.
17. Retention periods: The principle of storage limitation requires personal data not to be kept for longer than necessary for the purposes for which it was collected. The clause defines retention criteria and links them to the applicable legal obligations.
18. Accountability: Article 5.2 of the GDPR establishes that the controller must comply with the regulation and be able to demonstrate such compliance. Having complete and accurate information clauses in all contractual documents is key evidence of compliance.

IBK TROPIC, S.A., Plaza Tetúan, número 40-41, 2ª planta, despacho 32, 08010 – Barcelona (España) – www.ibktropic.com – Condiciones Generales de IBK Junio 2016 – IBK’s General Terms are available in English upon request.