GENERAL TERMS AND CONDITIONS OF CONTRACT 1. SCOPE OF APPLICATION 1. These General Terms and Conditions of Purchase and Services govern all contractual relationships between GES and the other party (supplier, subcontractor, client, etc.). 2. Any amendment or alteration to these General Terms must be set out in a specific contractual document or in special conditions, which must be in writing and signed by the parties involved. 3. These General Terms and Conditions, together with the contracts, purchase orders, special conditions, and other legal documents, shall constitute the Contractual Documents governing all contractual relationships between GES and its Suppliers/Subcontractors as of 8 May 2020. 4. Any condition or specification added by the supplier that contradicts these terms shall be deemed null and void. 2. PURCHASE ORDERS (PO) 1. Purchase Orders are part of the Contractual Documentation and formalise GES’s intention to acquire the goods and/or services specified therein from the Supplier or Subcontractor, under the exact terms contained therein and in the applicable Contractual Documents. 2. Acceptance of a Purchase Order by the Supplier or Subcontractor implies full knowledge of and agreement to its content and the applicable Contractual Documents without any reservation or limitation. 3. Acceptance of a Purchase Order must be confirmed in writing to GES within the period indicated in the Purchase Order or, if not specified, within five working days from its receipt. Otherwise, the Purchase Order shall be considered invalid. 4. A PO is not required for “Change Orders” whose amount is less than 3% of the total contract price. These minor Change Orders shall be included in a single PO until the 3% threshold is reached. 3. REGULATORY HIERARCHY 1. In all matters not explicitly regulated by the Contract, PO, and their special conditions, these General Terms shall apply and shall prevail over any general terms and/or conditions of the Supplier/Subcontractor. 4. GENERAL OBLIGATIONS OF THE SUPPLIER/SUBCONTRACTOR 1. The Supplier/Subcontractor undertakes to:

• Comply with all applicable legislation, regulations, and standards relevant to their activity, particularly in relation to the supply/performance of the contracted goods and/or services.
• Obtain and maintain all necessary authorisations, permits, and licences required for their operations and for the supply/performance of services.
• Ensure compliance with all labour, safety, hygiene, and occupational health regulations by all personnel involved in the supply/service delivery, and adopt all environmental and sustainability practices required by law, general regulations, and GES’s standards.
• Hold GES harmless from any liability arising from non-compliance with social security, labour mutuality, work accidents, penalties, and fines.
• Be up to date with tax and social security obligations. Failure to submit the required documentation will suspend payment until all documents are provided. This may also lead to contract termination.
• Maintain all legally required insurance as well as any other necessary policies for their operations and those specifically required.

2. Human resources provided by the Supplier/Subcontractor:

• Personnel involved in the supply execution shall remain under the supervision, direction, and authority of the Supplier/Subcontractor, who shall ensure full compliance with applicable laws, particularly those concerning the entry and stay of foreign personnel in the relevant jurisdiction. The Supplier/Subcontractor shall be solely and fully responsible for all related obligations.
• Failure to comply with the above obligations shall result in the penalties outlined in clause 11.1.

3. Total or partial subcontracting or assignment of the contract is strictly prohibited without GES’s prior written authorisation. 4. The Supplier/Subcontractor shall be fully liable for any material or non-material damage caused to GES, its collaborators, clients, employees, and/or third parties. 5. If the Supplier/Subcontractor fails to fulfil any of its obligations, GES may appoint an alternative subcontractor to ensure the continuation of the work, without prejudice to any legal claims against the Supplier/Subcontractor. GES may charge the cost of the replacement to the original Supplier/Subcontractor. 6. The Supplier/Subcontractor must maintain cleanliness, removing packaging, leftover materials, and waste at designated areas daily, in compliance with the Safety Plan and current regulations. 5. EXECUTION OF SUPPLY 1. The Supplier/Subcontractor undertakes to execute the supply/performance of services in accordance with all requirements, technical specifications, and annexes, in the agreed quantities and within the contracted deadlines. 2. The Supplier/Subcontractor must notify GES in a reasonable time of any circumstance that may hinder or condition the full and timely fulfilment of the supply/performance of services. 3. The Supplier/Subcontractor, unless express written authorisation is granted by GES, may not subcontract the agreed work/supply in full or in part or assign it in any manner. 4. The Supplier/Subcontractor is not authorised to make partial deliveries or executions unless explicitly approved in writing by GES. In this case, the contract shall not be deemed fulfilled until it has been completed in full. Goods must be supplied with the certificates agreed upon between GES and the Supplier/Subcontractor at the time of negotiation and with the corresponding results. Otherwise, GES shall be entitled to reject acceptance. 6. DELIVERY 1. Delivery must be made within the time frame and at the location explicitly stated in each order or special conditions. 2. Where applicable, all supplies must be accompanied by a delivery note or equivalent document with the legally required information for this purpose, as well as identification of the corresponding Purchase Order, and any technical documentation required to be delivered to GES. 3. Failure to meet deadlines, when attributable to the Supplier/Subcontractor, will entitle GES to:

• Consider the order final and apply a 2% penalty on the value of delayed goods for each full week of delay, up to a limit of 20% of the total order, and claim compensation if the delay has caused damage to GES. The maximum compensation amount will be the total order value.
• Apply penalties and/or indemnities via the issuance of a credit note or corrective invoice by the Supplier/Subcontractor.
• When the delay exceeds 6 weeks, GES may cancel the order. In this case, it will be sufficient for GES to communicate this in writing; this will not incur any further obligation or cost for GES beyond those incurred until the cancellation date. The Supplier/Subcontractor must also indemnify GES for any damages or losses caused by the delay, up to the maximum order amount.

4. Acceptance of goods and/or services delivered outside of the agreed deadlines does not imply a waiver of the rights previously mentioned. If the Supplier/Subcontractor delivers goods or services earlier than agreed, GES has the right, at its discretion, to return them to the Supplier or store them, with all costs for return, guarantees, insurance, and storage borne by the Supplier/Subcontractor. 7. QUALITY CONTROL 1. The Supplier/Subcontractor is responsible for the quality of the goods and services supplied to GES. 2. GES has the right to conduct inspections, audits, appraisals, and material and process tests at any time, even after delivery, that it deems appropriate for quality control purposes. GES will have 15 calendar days, except in force majeure cases where this period may be extended until the case is resolved. The Supplier/Subcontractor shall cooperate fully with GES in these inspection tasks. 3. If any non-conformities with the contractual conditions are detected during the inspection, the costs of the actions in question shall be borne by the Supplier/Subcontractor, without prejudice to any other rights GES may have under the contract and applicable law. 4. Similarly, any goods or services rejected by GES’s Quality Control or its designated responsible parties may be returned to the Supplier/Subcontractor at their expense. The Supplier/Subcontractor is obliged to replace them at their cost, without prejudice to GES’s right to claim compensation for any damages caused, with a maximum of the total order amount. 5. In any case, all costs incurred for handling, manufacturing, repairing, and/or removing defective or non-compliant Products and/or services shall be borne by the Supplier/Subcontractor. Additionally, if the Supplier/Subcontractor fails to take the necessary measures, GES is authorised to hire a third party to perform the tasks and charge the costs to the Supplier/Subcontractor. 8. PACKAGING 1. The goods to be supplied must be properly packaged and conditioned in such a way as to preserve their condition according to their usual storage form. Packaging of the goods will be at the Supplier’s expense, and no charge will be accepted unless expressly agreed upon. 9. INVOICING AND PAYMENT TERMS 1. Invoices must be issued and sent to GES on a monthly basis, accompanied by their corresponding delivery notes, duly signed. The invoice must include the GES purchase order number and the project number, which are essential for payment. Any taxes resulting from the supply or service, or other charges by the State, Province, Municipality, or Community, will be borne by the Supplier, except for the applicable VAT. 2. The return of invoices is a reason for non-payment, if they do not comply with applicable regulations, contain incorrect values or quantities, or if the goods or services supplied do not meet the requirements. In such cases, the payment period will begin from the date the new, corrected invoices are received. 3. Payments will be made according to the payment conditions specified in the order, which, as a general rule, will be by transfer 60 days after receipt of the invoice, with payment days being the 15th and 30th of each month. If a payment day falls on a non-business day, payment will be made on the next business day. 4. It is essential that the following data be correctly identified on the invoices for processing:

• Purchase order number (SAP activation number).
• Bank details. If there are any changes to bank accounts, the request must be accompanied by a certificate of account ownership issued by the financial institution, valid for less than six months.
• Correct tax details for both the issuer and the CLIENT.
• Invoice must be sent in non-editable Pdf format via email to: ges_hp_invoices@services-ges.com.
• Receipt number provided by the system at the time of certification receipt.

10. WARRANTIES AND GUARANTEES 1. The Supplier/Subcontractor guarantees that the work or supply is free of any design or manufacturing defects, and that the materials comply with the quality control system established in the specifications, plans, and other instructions. 2. If not stipulated in the contract or PO, the warranty period will be at least 24 months from the approval of the Provisional Approval Certificate. 3. The Supplier is obligated to correct, at its own expense, all defects in the goods and services covered by the order (Defective Products) within the time frame set by GES, and under conditions considered satisfactory by GES. 4. If the Supplier does not correct defects as per the previous paragraph, or in urgent cases where immediate correction is necessary to prevent further risks or damage, GES has the right, at the Supplier’s expense, to eliminate or order the elimination of the defects through third parties designated by GES. 5. Upon receipt by the Supplier of notification from GES regarding defects, the warranty period shall be suspended. In the case of replacement shipments or subsequent repairs, the warranty period shall restart for the replaced or repaired parts and will be extended accordingly. 11. PENALTIES 1. In addition to the penalties for delays as regulated in clause 6.3, non-compliance with any obligation entitles GES to demand a penalty amounting to 2% of the price of the goods or services for each proven non-compliance. 2. Penalties applied under the previous clause or other contract provisions will be considered net and payable credits, with GES authorised to offset these credits against any present or future debt owed to the Supplier. 3. Payment of penalties does not prevent GES from claiming compensation for any excess damage. 12. CONFIDENTIALITY AND DATA PROTECTION 1. All confidential information disclosed in relation to the order and/or contract between GES and the Supplier/Subcontractor must be secured by a Confidentiality Agreement. 2. If a Confidentiality Agreement is not mandatory, the Supplier/Subcontractor undertakes to safeguard all information received from GES and ensure maximum diligence in handling such information. 3. Both GES and the Supplier are aware of and undertake to comply with Regulation (EU) 2016/679 of the European Parliament and Council, of 27 April 2016, on data protection (GDPR), as well as Organic Law 3/2018 on Personal Data Protection and Digital Rights Guarantee, and its implementing regulations. 4. With respect to personal data the Supplier has access to due to service provision, such data is the exclusive property of GES and will be considered voluntarily provided by the Supplier and used solely for the purpose of providing the required services. 13. TERMINATION 1. GES may cancel the order, in whole or in part, upon written notification to the Supplier/Subcontractor. Upon receipt of this notification, the Supplier/Subcontractor must stop all work or supply related to the order. 2. Cancellation charges will correspond to the duly justified expenses incurred by the Supplier/Subcontractor until the cancellation date and may not exceed 5% of the total order value. 3. Partial termination: In contracts with multiple orders, termination of the contract regarding one or more services will not necessarily result in termination of the supply of the remaining orders under the same contract. 4. Force Majeure: If unforeseen or, if foreseeable, unavoidable circumstances occur beyond the control of the parties, preventing compliance with their respective obligations, neither party shall be held liable for non-compliance under applicable law; Spanish legislation and its definition of Force Majeure will apply. The Supplier/Subcontractor must promptly notify GES, in writing, within a maximum of five days from becoming aware of the circumstances, specifying the cause, mitigation plan, and the estimated duration of the force majeure event. The following circumstances are not considered force majeure:

• Shortage of labour and/or materials;
• Delay or non-compliance by subcontractors;
• Strikes, lock-outs, and other labour dispute resolutions.

5. Any breach of obligations by the Supplier/Subcontractor outlined in these General Conditions will lead to contract termination. Any cost incurred by GES in hiring third parties to mitigate the damage or delay caused by the Supplier/Subcontractor may be charged to the Supplier/Subcontractor. 14. APPLICABLE LAW AND JURISDICTION 1. Unless expressly agreed otherwise, these General Terms shall be interpreted and applied in accordance with Spanish law. 2. All disputes arising from the Contract (or Order) will be submitted to the jurisdiction of GES’s registered office or to the jurisdiction where the Supplier/Subcontractor’s obligations are to be fulfilled, at GES’s discretion. The parties hereby waive any other jurisdiction that might apply and agree not to bring actions or proceedings arising from these General Conditions in other courts. 15. SEVERABILITY If any condition or term becomes invalid or void, it shall not affect the validity of the remaining provisions. In this case, the invalid provision shall be replaced by a similar provision, the economic outcome of which is as close as possible to the invalid provision.