General Terms and Conditions

INELCO COMPONENTS, S.L.

Tax Identification Number (CIF): B82618489

Registered Office: CUESTA DE VALDERREMATA 6, POLIGONO INDUSTRIAL EL PRADO, EDIFICIO 1 1ºE, 28341 VALDEMORO – MADRID – SPAIN

1. Purpose and Scope

These General Terms and Conditions govern the sale and supply of electronic components and related products by INELCO COMPONENTS, S.L. (hereinafter referred to as "INELCO") to its customers.

Acceptance of a quotation, placement of an order, or receipt of goods shall constitute full acceptance of these General Terms and Conditions of Sale.

2. Quotations and Orders

Quotations issued by INELCO shall remain valid for the period expressly stated in each case. Unless otherwise specified, quotations shall be valid for thirty (30) calendar days.

All quotations are subject to stock availability and INELCO's ability to successfully procure the relevant products.

All orders must be expressly accepted by INELCO before any contractual obligation arises.

INELCO reserves the right to reject orders for commercial, legal, regulatory, creditworthiness, or availability reasons.

3. Prices

Unless expressly agreed otherwise:

- Prices shall be quoted in euros (EUR) or US dollars (USD).

- Prices exclude Value Added Tax (VAT) and any other legally applicable taxes.

- Prices exclude transportation costs, insurance, customs duties, customs clearance fees, and any other associated costs.

- Any taxes and costs arising from the importation of goods into the destination country shall be the sole responsibility of the customer.

4. Payment Terms

Payment terms shall be those specified in the relevant quotation, order confirmation, or invoice.

In the event of late payment, INELCO may charge default interest and recovery costs in accordance with Spanish Law 3/2004 of December 29, concerning measures to combat late payment in commercial transactions.

Furthermore, INELCO may:

- Suspend pending deliveries.

- Require advance payment for new orders.

- Terminate existing contracts due to the customer's breach of contractual obligations.

5. Retention of Title

Ownership of the supplied products shall remain with INELCO until full payment of the purchase price, interest, and any other outstanding amounts has been received.

Until such payment has been completed, the customer shall hold the products as a custodian and take all necessary measures to ensure their proper identification and preservation.

6. Delivery and Transfer of Risk

Delivery dates provided by INELCO are estimates only and shall not be considered essential contractual terms unless expressly agreed otherwise in writing.

Reasonable delivery delays shall not entitle the customer to compensation or automatic cancellation of the order.

Unless otherwise agreed, the risk of loss of or damage to the goods shall pass to the customer upon delivery of the goods to the first carrier.

7. Inspection and Claims

The customer shall inspect the goods immediately upon receipt.

Any issues relating to visible damage, incorrect deliveries, or missing items must be reported to INELCO in writing within a maximum period of five (5) business days following receipt.

Hidden defects must be reported as soon as they are discovered and, in any event, within a reasonable period following their discovery.

The customer shall retain the affected products and cooperate with INELCO in investigating the reported issue.

8. Returns

No returns shall be accepted without INELCO's prior express authorization.

Acceptance of a return shall require the prior issuance of a Return Material Authorization (RMA) number.

INELCO may apply reasonable handling, reinspection, or reconditioning charges where applicable.

9. Warranty

INELCO provides a one-year warranty against manufacturing defects, functional defects, and cosmetic defects. If any defect covered by this warranty is identified, INELCO shall accept the return of the product, provided that it is received at INELCO's facilities in the same condition in which it was originally shipped. INELCO shall arrange a full refund of the amount paid by the customer and shall bear the shipping costs associated with the return.

The installation, integration, or use of the supplied products shall be carried out under the customer's sole responsibility. INELCO shall not be liable for any damages, losses, direct or indirect costs, including testing costs, or third-party claims arising from the installation, use, handling, or application of such products, even if the products are found to be defective. The installation or use of the products by the customer shall constitute express acceptance of this limitation of liability.

All quotations, estimates, orders, sales, supplies, or commercial relationships between INELCO and the customer shall be governed by and construed in accordance with Spanish law.

Any dispute, claim, or litigation arising out of or in connection with any quotation, order, contract, supply, or commercial relationship with INELCO shall be submitted exclusively to the Courts of Madrid (Spain), with the parties expressly waiving any other jurisdiction to which they might otherwise be entitled.

Placing an order with INELCO COMPONENTS, S.L. shall constitute express acceptance of this clause.

INELCO warrants exclusively that the products supplied substantially conform to the specifications communicated at the time of sale.

INELCO's liability for defective products shall be limited, at INELCO's discretion, to:

- Replacement of the product.

- Refund of the amount paid.

- Issuance of a credit note.

10. Limitation of Liability

Except where such limitation is prohibited by law, INELCO's total liability arising from any sales transaction shall not exceed the amount actually paid by the customer for the products giving rise to the claim.

INELCO shall not be liable for indirect or consequential damages, loss of profits, loss of production, loss of business opportunities, loss of data, or third-party claims.

Nothing in these Terms and Conditions shall limit liability for willful misconduct or in circumstances where applicable law prohibits such exclusion or limitation of liability.

11. Independent Distribution and Product Authenticity

INELCO is an independent distributor of electronic components. INELCO is not an authorized distributor, representative, or agent of the manufacturers of the products it sells.

INELCO maintains supplier evaluation and qualification procedures designed to reduce the risk of supplying counterfeit, altered, or non-conforming materials.

INELCO is an independent distributor of electronic components. Unless expressly stated otherwise in writing, INELCO does not maintain an authorized distribution relationship with the manufacturers of the products it sells. All trademarks, logos, and product references are the property of their respective owners and are used solely for identification and descriptive purposes.

12. Export Controls and Regulatory Compliance

The customer shall be responsible for complying with all applicable regulations concerning imports, exports, export controls, and international sanctions.

INELCO may cancel or suspend transactions where applicable legal or regulatory restrictions exist.

13. Force Majeure

INELCO shall not be liable for delays or failures to perform its obligations resulting from circumstances beyond its reasonable control, including, but not limited to:

- Natural disasters.

- Fires.

- Pandemics.

- Labor disputes.

- Wars or international conflicts.

- Government restrictions.

- Transportation disruptions.

- Shortages of raw materials or semiconductors.

- Failures by suppliers or manufacturers.

15. Intellectual Property

All trademarks, trade names, logos, technical documentation, images, and other website content belong to their respective owners and are protected by applicable intellectual and industrial property laws.

16. Severability

If any provision of these Terms and Conditions is declared invalid or unenforceable, such invalidity or unenforceability shall not affect the validity of the remaining provisions.

17. Governing Law and Jurisdiction

These General Terms and Conditions shall be governed by and construed in accordance with Spanish law.

The parties expressly waive any other jurisdiction to which they may otherwise be entitled and agree to submit any dispute arising from these Terms and Conditions to the Courts of Madrid (Spain), provided that such submission is valid under the applicable procedural laws.

Note regarding the original document: The translation preserves the original structure and legal meaning, including the omission of Section 14 and the repeated provisions in Sections 9, 11, and 17. There is also a potential inconsistency between the full-refund warranty provision and the subsequent clause allowing INELCO to choose between replacement, refund, or credit note. Before publishing these Terms and Conditions in English, a legal review is advisable to ensure consistency and enforceability under Spanish law.