GENERAL CONDITIONS OF SALE APPLICABLE IN CONTRACTS CONCERNING TEXTILE DYEING AND FINISHING OPERATIONS WITH GRAU, S.A.

These general conditions (hereinafter “the Conditions”) apply to all contracts verbally established between Grau, S.A. and its customers, whose purpose is the realization, by the former, of any manipulation on fabrics of any textile fibre owned by them, whatever the condition of the fabric.

The execution of an order to Grau, S.A. implies the acceptance by the Client (as defined below) of (i) the particular terms and conditions, if any, contained in the price list provided to the customer -as indicated below- and of (ii) the present Conditions, whose copy can be accessed through the link provided in the price list given by Grau, SA to the customer as indicated in the present information. By placing the order, the customer declares to know the existence and the conditions content, and accepts its application to its commercial relationship with Grau, SA, under the terms of article 5.3 of Law 7/1998, of April 13, on general conditions of contracting. If the Client does not accept the above mentioned conditions, he must proceed to inform Grau, S.A. immediately responding by email within 48 hours after receiving it, so that Grau, S.A. can proceed to cancel the order.

If there is a written contract, it will be ruled for the present conditions, except in what is expressly established in the mentioned written contract.

1. Reception of textile fabric

The textile fabric object of the finishing operations (hereinafter “the product”) is estimated, in any case, delivered by its owner (hereinafter “the Client”) and received, at the address of Grau, SA, even in the cases in which the transport for its delivery and return is made by the latter.

Grau, S.A. performs the entry of the product on behalf of the Client (consigned stock).

The entry of the product and its control must be duly documented on the delivery note.

1.1 Identification of product

All delivery of product must be accompanied by the following information:

About the product: set, part number and Kg. or meters (marked with Rotilit or similar).
On the delivery note: set and detailed pieces with their numbers and weights or meters. Also, the composition, the raw weight and the origin of the pieces (weaver) will be included. A delivery note will be made for each set of fabric delivered.

1.2 Quantity control

Grau, S.A. performs a quantity control when the product is delivered. This check consists of verifying that the number of pieces indicated on the delivery note matches the number of pieces received (package control). Checking the assigned Part number, weights and storage footage are excluded. Grau, S.A. performs random checks to verify these parameters.

1.3 Quality control

Grau, S.A. is not required to perform any quality control on the product received. It is the responsibility of the customer to ensure that the products are compliant for the dyeing and finishing process.

1.4 Acceptance of the subject

With the signature of the delivery note, Grau, S.A., is only required, against the Client, for the number of units indicated therein.

All material received by Grau, S.A. is considered to be in agreement with regard to the controls that it carries out (quantity). If there was any disagreement, Grau, S.A. will communicate it to the Client.

2. Storage

The products received by Grau, S.A. are stored until they are placed at the client´s disposal.

2.1 Storage conditions

The warehouse of Grau, S.A. has the necessary maintenance elements for the storage of the textile fabric received. The products are stored in the conditions and the state in which the Client sends them to Grau, S.A, without any other protection than the one they carry (Grau, S.A. will not package the products, and so on).

2.2 Maximum storage time

A maximum period of six (6) months of product permanence is established without working on them in the warehouse of Grau, S.A. If after this period the products can not be treated, they can be returned to the Client duly documented. The cost of these returns will be paid by the Customer. In the case of exceeding these six (6) months, storage costs will be charged.

In case that the Customer requests his product to be returned without having them disposed, the storage costs will be charged from the day of arrival of the product, plus the expenses incurred by the reception and the expedition, and, if applicable, the expenses of transport. The product will be returned duly documented.

3. Disposition

3.1 Types of finishing

Type is considered the first time an article is operated, regardless of the meters it has.

Before undertaking an industrial size layout of a particular article, it is necessary to carry out a blueprint or proof of concept. These types are usually made with a limited number of pieces and its purpose is to check the appearance, mainly the finishing, we can expect from an industrial size layout.

For the realization of a type the following information is necessary:

• Set
• Material and composition
• Finishing process. It must contain:
• Crude weight (g / m2)
• Raw width (cm)
• Desired finishing weight (cm)
• Desired finishing width (cm)
• Desired finishing performance (linear m / Kg)
• Final presentation
• And/or other technical or end-use specifications (for example: P.P.E., hydrophilicity, waterproofing, fireproofing, and so on).

Any information that is not provided to Grau, S.A. it is understood that it is left to the consideration of the latter and can not be the subject of a complaint.

3.2 Types of finishing approval

With the data provided, Grau, S.A. performs a type that allows determining the possibility of reaching the required finishing parameters. In any case, the parameters of the finishing that are fixed during the modeling should be understood as indicative for the realization of the industrial project (with batches of a single piece it is not possible to reach stable regimes in most manufacturing operations).

The types made by Grau, S.A. may be approved or not by the Client if he considers that his technical requirements have not been met.

Acceptance of any industrial size provision will not proceed until the type of finish is approved by the Client. Otherwise, a disagreement by the Client cannot be object of a claim.

3.3 Colors approval

Grau, S.A. is able to carry out a color study. To approve a color, the following steps are necessary:

The Client provides a sample of the color to be imitated. The minimum size of the color sample must be 5 cm x 5 cm. if the sample is physical. The sample may also consist of CieLab color coordinates or a Pantone TCX reference of which Grau, S.A. dispose. The color sample must be followed by a piece of raw fabric to make the dyeing controls (Tint-Control) on the appropriate substrate.
The laboratory of Grau, S.A. performs the necessary studies to imitate the color.
The Tint-Control is subject to the approval of the Client, only if he/she requests it, before processing the batch. In case of disagreement, Grau, S.A. will make a new proposal.
The Tint-Control approved is the only valid reference to sample the color (it becomes the master, losing the Client sample all validity, unless otherwise indicated in writing).
* For maximum clarity, we recommend naming colors by code and description.

This approval process is applicable to all new colors and existing colors to be made on substrates with different characteristics (sets or different compositions).

If there is no particular specification and tolerance of the color, the disagreement of the Client cannot be object of complaint.

3.4 Identification of the provision

The provision is sent written to Grau, S.A. The following information must be included in the provision:

• Set
• Matter and composition
• Color (code and description) and type of dyeing (iron, reserve, and so on)
• Drawing and coloring (code and description)
• Quantity arranged (Kgs. or meters)
• Identification of the pieces arranged (delivery note or part numbers)
• Indicative delivery date
• Detailed finishing process or referred to a previous industrial arrangement. If it does not refer to a previous provision, it must include:
o Finishing weight (g / m2)
o Finishing width (cm)
o Finishing performance (linear m / Kg)
o Storage footage Pieces
o good side inside or outside
o Tags: type and annotations
o Rolled up: back and width
o Shipping and destination way

and/or other technical or end-use specifications (for example: P.P.E., hydrophilicity, waterproofing, fireproofing, and so on)

In case of being the first industrial arrangement or a special finishing, these finishing parameters will be understood as indicative.

Any information that is not provided to Grau, S.A. is understood that it is left to the consideration of the latter and cannot be the subject of a complaint.

3.5 Acceptance of provisions

Grau, S.A. takes the dispositions received as soon as received written and after verifying that the pieces arranged are in his warehouse. If Grau, S.A. detects any anomaly (incorrect delivery time, missing product, and so on), the order is paralyzed and communicated to the Customer.

The delivery period begins when Grau, S.A. has all the elements to proceed to the production (layout, product, process and color studied and approved and type of finish).

Tracking of provisions

During the manufacturing process, any incident that affects the delivery time or the characteristics of the item itself will be notified to the Customer by Grau, S.A.

In case of incidence on the delivery date, Grau, S.A. will communicate the new possible delivery deadline. In case of incidence on the article itself, Grau, S.A. will contact the Client to solve the incident.

4. Production quality control

Grau, S.A. performs quality controls during the production process to ensure that the articles fulfills the specifications set in the Customer’s disposition.

5. Materials delivery

Once the production process is finished, Grau, S.A. will deliver the finished product to the customer.

5.1 Identification of the delivery

All delivery of the product is accompanied by the following information:

• Labels on each Piece: the label contains the following information:
o Delivery note
o Dyeing disposition
o Part No
o Color
o Set
o Batch number
o Customer
o Final meters piece

• Grau, S.A delivery note with the following information:
o Customer information
o Dyeing disposition
o Part No.
o Color
o Set
o Batch number
o Final meters Piece
o Total meters delivery

5.2 Presentation

All the pieces are delivered in roll format, wide and with the good side inside.

However, other presentations are possible, but these should be agreed with Grau, S.A. and specified in the provision.

6. Storage of finished product

Grau, S.A. will not proceed to the storage of finished pieces beyond the necessary time to finish all the pieces of the same batch.

If the Customer does not want the finished fabric, Grau, S.A. will be exempt from any responsibility and will charge for the storage, and, in case of agreement, to keep the product.

7. Shipping

Unless there is a written agreement, shipping is at Customer’s expense.

8. Prices and payment terms

Grau, S.A. defines the price of the service based on the item, process, color and size of the set. Small batches will be subject to a surcharge. Likewise, Tint-Control samples and special finishes will be billed in accordance with the prices defined by Grau, S.A.

Potential customers will be informed about prices by a list of prices email, specifying the applicable conditions according to the nature of the order and depending on the number of pieces to be treated, so that they are informed before making the first order. These Conditions will be provided to the Client by a link included in the above mentioned price list, included in the email address through which it is sent. The orders made to Grau, S.A. will imply the acceptance of both the content of said price list and of the present Conditions.

By default, the payment terms will be in cash. If there is a classification of commercial credit and at the discretion of Grau, S.A., other conditions may be agreed within the legal limits.

9. Returns

The customer may proceed to return the product to Grau, S.A. to be reoperated in case of any disagreement with the specifications of the provision.

9.1 Conditions for the return

The following conditions are established to make a refund:

• Refunds will only be accepted in a piece, never in a pledge.
• Returned product will be duly documented by way of delivery note, with details of the part numbers as well as the reason for the return duly justified.
• Returns will not be accepted after 30 days from the delivery date.
• No charges will be accepted if the products are not previously in possession of Grau, S.A.

9.2 Return activation

In case there is a significant deviation between the product delivery and the customer’s disposition, Grau, S.A. will proceed to reoperate the product as soon as possible.

10. Reservations

Grau, S.A. will not hold any responsibility for the merchandise in the following cases:

• Failures caused during transport when it is the responsibility of the customer.
• Manufacturing defects or other incidents caused by processes prior to those made by Grau, S.A.
• Defects in goods that have remained in the warehouse of Grau, S.A. for a period exceeding six (6) months, either raw or finished.
• When the goods have undergone some kind of previous finishing. In this case, the entire process will be billed.
• In general, for all cases of force majeure, such as strikes, floods, riots, revolutions, wars and their consequences.

11. Liability for quality defects

Grau, S.A. responds to quality defects fixed as long as it is on a generic piece, never on pieces cut, manipulated or ready-made.

In new fiber developments, it is understood that the risk is shared between the client and Grau, S.A. the client is responsible for the textile fiber and Grau, S.A. for the process.

In the event of a disagreement on the part of the customer, in relation to a quality defect in the fabric, Grau, S.A. may claim as much as it deems appropriate, and the customer shall be responsible for justifying in an irrefutable manner and by an independent expert a report issued by the technology center, the alleged disagreement.

The maximum period of claim is thirty (30) days from the delivery of the fabric.

12. Compensation

In the event that there are defects in the finishing, the compensation to be received by the customer may not exceed the amount of the finishing price.

In case the defects caused by Grau, S.A. representing a total or partial demerit, the compensation to be received by the client will never exceed the value of the product in the state and moment of receipt by Grau, S.A. excluding the commercial benefit, the cost of goodwill or any other cost for the client.

The customer must notify on its delivery note the cost of the fabric. In case of quality defects, the maximum compensation required from Grau, S.A. by the customer will be the cost of the fabric that he has notified written on the delivery note, once he has duly accredited. Otherwise, if there is no notification of the cost of the fabric on the delivery note, the amount of the compensation to be received by the customer may not exceed the price of the finish.

The compensations provided in the previous sections will be paid in the form of a discount in subsequent works.

13. Fire insurance

Unless otherwise stated, the goods deposited in Grau, S.A. are insured against fire by Grau, S.A.

In case of loss, the amount due to Grau, S.A. by the customer shall be, as a maximum and once justified, the one that the latter has notified in writing on the delivery note (as indicated in article 12 above).

If there is no notification of the cost of the fabric on the delivery note, the amount of the compensation to be received by the client can not exceed the price of the finishing.

14. Brands

Grau, S.A. shall not be liable in the event that a Customer has requested the reproduction of any brand or classification that may be subject to litigation by a third party or the Administration.

15. Warranty/Surety bond

All merchandise deposited in Grau, S.A. by the client, whatever the state in which they are found, they are constituted as a bond or warranty. Any right about them, constituted for the benefit of a third party, at any date, on this merchandise, cannot under any circumstances prejudice the right to pledge as a result of the bond or warranty.

16. Jurisdiction

The contracting parties of textile finishing operations are subject to the jurisdiction of the address of Grau, S.A., the acceptance of drafts, checks and exchanges, and delivery of goods made in different places, will not modify such submission.