GENERAL TERMS AND CONDITIONS OF PURCHASE (“GTC”)

1. Scope of application
   1. The GTC are applicable to transactions fulfilling the criteria set forth in the GTC, under which agreements for sale or delivery of Goods or provision of Services as a result of exchange of statements (in particular through a shopping portal) will be concluded by Adamed Farmacéutica, S.L.U., Crta, C-35, Km 63,09, 17404 Riells i Viabrea (Girona), holding NIF number: B22714992, hereinafter referred to as the Purchaser.
   2. As defined in the GTC:
      1. Supplier is an entity - whether a corporation, partnership or sole proprietorship - that is to manufacture, sell or deliver Goods or provide a Service to The Purchaser pursuant to an agreement with The Purchaser;
      2. Goods are movables that are the subject of a contract of sale or delivery;
      3. Service(s) are any performance that does not involve the sale or delivery of Goods;
      4. Parties are The Purchaser and the Supplier jointly;
      5. Order is a statement or set of statements indicating that The Purchaser is ordering specific Goods or Services from a particular Supplier; Orders will be sent via The Purchaser's shopping portal; Orders shall: identify the Supplier, identify the Goods or Services that are the subject of the Order, indicate the quantity of the ordered Goods or Services along with any obligation to produce them, indicate the purchase price and any additional costs (if any), indicate the payment term, indicate the basic obligations of the Parties, indicate the conditions and place of delivery of the Goods or the date of performance of the Service, specify the warranty and guarantee terms (if the Parties agree other than those arising from generally applicable laws), indicate additional contractual reservations (e.g. contractual penalties, right of first refusal, set-off, retention of title, bank guarantee, deposit, etc.), indicate any other requirements of the Parties as to the manner of execution of the transaction, in particular the requirement that the Supplier’s Identification Card be delivered by the Supplier prior to The Purchaser's execution of payment, information on the possibility of withholding payment due to the absence of the Supplier Identification Card);
      6. Software is a computer program within the meaning of the provisions of the Real Decreto Legislativo 1/1996, de 12 de abril;
      7. Representative(s) are employees, or other duly authorized persons designated by the Parties for day-to-day contacts between the Parties and making arrangements related to the performance of the Order, in particular, for placing and confirming the Order, coordinating deliveries, making and receiving complaints;
      8. Supplier's Identification Card is a document containing the necessary information on the Supplier (name and address, tax ID number, telephone number, contact person, bank account number, in the case of foreign contractors the name and address of the bank, swift), completed on a template provided by The Purchaser and signed by a person authorized to represent the Supplier.
   3. The GTC shall apply to the Order in question with the content effective as of the date of issuance of the Order. The Purchaser may amend the GTC for future Orders; amendments shall not affect Orders already accepted and shall not bind the Supplier unless communicated prior to issuance of the relevant Order.
   4. The Purchaser's waiver of the application of the terms and conditions of the GTC in specific cases shall be binding only on the specific Order.
   5. The GTC are binding on the Supplier, unless a separate agreement regulating the rights and obligations of the Parties differently has been concluded between the Supplier and the Purchaser.
       
2. Subject of the contract
   1. The Supplier shall accept the manufacture, sale or delivery of Goods or the provision of Services, in accordance with the specifications set forth within the respective Order, and the Purchaser shall pay for the Goods or Services delivered on time and without defects. The Order may be delivered to the Supplier by the Purchaser in electronic form in PDF format to the email address previously provided by the Supplier, or via the Purchaser's shopping portal. Acceptance of the Order by the Supplier shall be deemed acceptance of both the detailed terms of the Order and the GTC.
   2. The Purchaser shall order the Goods free of physical defects, brand new (i.e. not previously used), fully operational and fit for use in accordance with their intended purpose. The Supplier warrants that the Goods and the results of the provided Services meet the aforementioned conditions and that they are free from legal defects, including any rights of third parties, as well as warrants that the use of the Goods or the results of the provided Services in accordance with their intended use will not constitute an infringement of any rights of third parties, in particular intellectual property rights.
   3. If the proper use of the Goods requires adherence to certain rules, operating instructions or recommendations of the Supplier or the manufacturer of the Goods, hereinafter referred to as Instructions, the Supplier shall provide such Instructions to the Purchaser together with the Goods. In the absence of Instructions, the Purchaser may refuse to accept the Goods. If the Supplier delivers the Goods to the Purchaser without Instructions, then the Supplier, in the event that the Purchaser reports a failure or malfunction of the Goods under warranty or guarantee rights, shall not be able to claim that the failure or malfunction of the Goods is due to improper use of the Goods by the Purchaser.
   4. The Supplier shall deliver the Goods or perform the Service in accordance with the specifications, as well as other requirements set forth in the Order, and shall provide the Purchaser with the necessary Goods Instructions, certificates and other necessary documents. These documents shall be provided in Spanish, unless otherwise agreed by the Parties in the Order.
   5. If the Goods contain embedded Software (i.e., software necessary for the operation of the Goods in accordance with their intended purpose and installed on the Goods on the date of delivery), the Supplier shall make delivery with simultaneous transfer to The Purchaser of the right to use the embedded Software and warrants that the Purchaser and the persons and entities to whom the Purchaser provides the Goods containing the embedded Software shall be entitled to use the embedded Software without any additional payment from The Purchaser and without The Purchaser having to perform any additional factual and legal actions.
   6. The Supplier undertakes to perform the Order by itself or with the assistance of third parties previously approved in writing by the Purchaser. The Supplier shall be fully responsible for the act or omission of the aforementioned third parties.
   7. The Supplier represents that it has the authority and skills and resources necessary toproperly execute the Order.
   8. The Supplier undertakes to perform the Order within the scope of its business activity, in accordance with generally applicable laws and with particular diligence resulting fromthe professional nature of its business and taking into account the instructions of ThePurchaser.
       
3. Remuneration
   1. The remuneration may be expressed as an amount in euro or the equivalent in euro of the amount given in a foreign currency, calculated on the basis of the average foreign currency/ euro exchange rate of the European Central Bank (ECB) in effect on the day preceding the issuance of the invoice.
   2. In the event that the Supplier is obliged to settle the value added tax, hereinafter referred to as VAT, in Spain for the performance of the Order, the Supplier agrees that the remuneration shall be expressed as an amount in euro or its equivalent in euro.
   3. The remuneration does not include VAT. In the event that the delivery or sale of the Goods in question or the provision of the Service is subject to VAT, VAT will be added to the value of the individual invoices each time according to the rate in effect on the date of the invoice.
       
4. Invoicing and remuneration of the Supplier
   1. For the performance of the Order, the Purchaser shall pay the Supplier a remuneration, hereinafter referred to as the Remuneration. Unless expressly agreed otherwise, the Remuneration shall be the entire consideration due to the Supplier for the timely performance of the Order without defects, including the transfer of ownership of the Goods and the results of the Services, the granting of a license, the transfer of the author's economic rights and dependent rights to the Goods and the results of the Services (if applicable), the granting of a license, the transfer of the author's economic rights to the Software (if applicable), the right to use the Embedded Software (if applicable), the delivery of the Goods to the place of delivery, the possible installation of the Goods and training in the use of the Goods. The remuneration for licensing/transfer of author's economic rights and dependent rights in all fields of exploitation is also included in the Remuneration and constitutes 5% of the value of the entire Remuneration, unless otherwise agreed by the Parties in the Order. The Purchaser shall not reimburse the Supplier for any costs, unless the Parties agree otherwise in the Order. In the case of Services, all costs associated with the Services provided by the Supplier, in particular the costs of accommodation, travel, or insurance of the Supplier, etc. shall be borne by the Supplier.
   2. The Purchaser shall pay to the Supplier the Remuneration resulting from a given Order, by bank transfer to the Supplier's bank account specified in the Supplier's Identification Card. Payment of the Remuneration shall be made within 60 days counting from the date of receipt by The Purchaser of a correct invoice issued by the Supplier or from the date of acceptance of conformity of the Goods and/or Services, whichever is later.
   3. The Supplier shall submit invoices in a form that makes them auditable, in compliance with generally applicable laws, generally accepted accounting principles and the specific requirements of the Purchaser. The invoice shall also indicate: the contact   person's data with contact details, the Order number, indication of the delivered Goods or Services in a manner allowing their identification on the basis of such description, in the case of marketing Goods additionally information about their delivery to the Purchaser's warehouse. The Supplier may issue an invoice based on a single Order number. One invoice may not contain several Order numbers.  The invoice should be accompanied by a copy of the Acceptance Protocol, signed by both Parties. Invoices without an Order number and attached copy of the protocol mentioned above will not be accepted.  The Supplier undertakes to attach to the VAT invoices issued in connection with the performance of the Order the information on the number of hours of providing the Service (in the case of the Supplier who is a sole proprietor acting as a partner in a civil partnership, the information will be presented separately for each of the above-mentioned persons).
   4. The date of payment of the Remuneration shall be the date on which the Purchaser's bank account is debited.
   5. If the Order is not executed in accordance with the terms and conditions set forth therein, the Purchaser shall be entitled to withhold payment until the Order is properly executed by the Supplier. This does not limit the Purchaser's right to enforce the liquidated damages provisions.
   6. In the case of delivery of Goods imported into Spain, the invoice shall also contain data allowing confirmation that the Goods were imported in accordance with generally applicable laws.
   7. Since payment for certain Services may be subject to withholding tax in Spain, as referred to in the consolidated Non-Resident Income Tax Act (Royal Legislative Decree 5/2004) and the applicable double-taxation treaties, in order for the Purchaser to properly account for this tax or deduct the payment, the Supplier (non-Spanish resident) shall provide the Purchaser with a current tax residency certificate and documents and statements as required by the Purchaser, no later than the date of delivery of the invoice. The tax residency certificate should be issued by the tax authority of the country in which the Supplier has its registered office, thus confirming that the Supplier is a tax resident of that country. The required statements will be attached to the Order. Failure by the Supplier to provide the tax residency certificate or the required documents/statements means that the payment will be reduced by the Purchaser by withholding tax at the rate under the tax law, to which the Supplier agrees.
   8. The Supplier agrees to send the invoice issued in connection with the performance of the Order in electronic form to the following email addresses: AP_ES01@adamed.com .
       
5. Delivery and receipt of Goods or Services; training in the use of Goods
   1. The date of delivery of the Goods or provision of the Services will be defined each time in the Order.
   2. Detailed quality requirements for the delivery of Goods are indicated in the document provided by the Purchaser's Representative.
   3. The proper delivery of Goods or the proper performance of Services shall each time be confirmed by the signing of a document, hereinafter referred to as the Acceptance Protocol, by authorized Representatives of the Parties.
   4. In the case of delivery of Goods or provision of Services, the Supplier shall submit to the Purchaser a statement of readiness to proceed with the signing of the Acceptance   Protocol (documentary form - e-mail is acceptable) 3 working days before the scheduled date of acceptance. On the date specified in the Order, the authorized Representatives of the Parties shall proceed with the acceptance activities. With the consent of the Purchaser, it is possible to proceed with the acceptance earlier than specified in the Order. If the Purchaser fails to sign the Acceptance Protocol on the agreed date for reasons beyond its control, the signing of the Acceptance Protocol shall take place on another agreed date, but no later than 5 working days after the date resulting from the earlier agreement.
   5. The Supplier shall deliver the Goods during the hours agreed with the Purchaser, Monday through Friday and excluding public holidays. Not later than 24 hours before the scheduled delivery of the Goods, the Supplier shall notify the Purchaser of the time at which the delivery is to take place.
   6. At the time of delivery, the Purchaser will have the right to inspect the Goods. The inspection will concern the conformity of the quantity of the Goods with the Order and whether there are any visible defects in the Goods.
   7. The Supplier undertakes to deliver the Goods in packaging adapted to the mode of transport and type of Goods, so as to deliver them intact.
   8. The Supplier shall be responsible for damages resulting from loss or damage caused by improper transportation, packaging or marking of shipment.
   9. If the Goods, in order to function properly, require to be assembled or installed in a proper place and under proper conditions, or to be put into operation, it shall also be the Supplier's obligation to assemble, install and put into operation the Goods (at the place indicated by the Purchaser and meeting the requirements for the use of the Goods) and to verify the proper operation of the Goods. The assembly, installation and commissioning of the Goods, as well as the ascertainment of the proper operation of the Goods in such cases, shall be a condition for the acceptance of the Goods by the Purchaser.
   10. If, upon taking delivery of the Service/Goods or during its installation, assembly, commissioning or inspection (if applicable to the subject of the Order), the Purchaser finds that the Goods or Services do not comply with the Order or have visible defects or are incomplete, then the Purchaser shall be entitled to refuse to take delivery of the Goods/Services. The Purchaser shall notify the person making the delivery of the Goods/Service of its refusal to accept the Goods/Service, and then, immediately notify the Supplier as well. In such case, the Goods shall be immediately taken from the place of delivery at the expense and risk of the Supplier. The Purchaser shall not be liable in any way for items left on the Purchaser's premises, which the Purchaser has refused to pick up. If nonconformity with the Order or apparent defects or incompleteness relate to parts of the Goods covered by a particular delivery, the Purchaser may refuse to accept: (a) the Order in its entirety (all, including non-defective Goods), which will result in no obligation to pay the price; (b) defective Goods, while accepting and receiving Goods free of visible defects, in which case the Purchaser will be obligated to pay the price only for the Goods which it will accept.
   11. In the event that the Purchaser finds defects during the acceptance of the Goods or Services, or deviations from the agreed terms and conditions, as well as the absence of relevant documents, the Purchaser shall provide the Supplier in the form in which the Order and the GTC were concluded, or in writing, with a list of the deficiencies or defects found, and shall set the Supplier a deadline necessary for their rectification, but   no longer than 14 calendar days from the date of the discrepancy report. The Supplier will notify the Purchaser of the date of re-commissioning, which will be carried out in accordance with the previously adopted rules. The procedure described above does not exclude the Supplier's liability for failure to meet the deadline for the execution of the Order.
   12. If the Goods/Services are free from apparent defects, complete and in accordance with the Order and, where applicable, have been assembled, installed, commissioned and checked for proper operation, the Purchaser shall take back the Goods/Services from the Supplier. Their ownership and risk of loss or destruction shall pass to the Purchaser upon receipt of the Goods/Services.
   13. In case of refusal to accept the Goods/Services, the Purchaser may: (a) withdraw from the Order; (b) grant the Supplier an additional period of time for delivery of Goods conforming to the Order and free from defects, pursuant to the terms and conditions set forth in Section 5.11 of the GTC.
   14. If it is agreed that the Supplier will provide the Purchaser (employees or associates of the Purchaser) with training on the use of the Goods, then such training may be provided after the acceptance of the Goods by the Purchaser but, no later than within 30 days from the date of signing the Acceptance Protocol. The Supplier, at least 2 working days in advance, will set proposed alternative training dates. If the Supplier fails to carry out the training on the agreed dates and in the agreed amount, the Purchaser may withhold payment in the amount of 20% of the Remuneration - until the training is carried out. Due performance of training by the Supplier will be confirmed by a training acceptance protocol.
   15. In addition, in the event that the Purchaser reports failure or malfunction of the Goods under warranty or guarantee rights, the Supplier will not be able to claim that the failure or malfunction of the Goods is due to the Purchaser's improper use of the Goods.
   16. In the case of delivery of full-value Goods, with each delivery the Supplier shall provide the Purchaser with all documents relating to the Goods necessary for their use or confirming their compliance with generally applicable laws or standards, in particular, each batch of Goods that are chemical reagents shall be accompanied by a Material Safety Data Sheet and Certificate in Spanish. The Safety Data Sheet shall be provided in the official languages of the Member States on the territory of which the substance or mixture is placed on the market, unless the Member States concerned decide otherwise.
        
6. Responsibility
   1. The Supplier shall be liable for defective performance of the subject matter of the Order under the terms of the GTC and the Spanish Civil Code.
   2. The Supplier shall be liable for the damage caused, including loss of profit (Art. 1106 Spanish Civil Code), without quantitative limit in cases of wilful misconduct, gross negligence, infringement of third-party rights, breach of confidentiality or data protection obligations, or personal injury. The exclusion of liability for wilful misconduct shall be null and void in any event (Art. 1102 Spanish Civil Code).
   3. The Supplier warrants that there will be no infringement of third party rights as a result of the Order, and in the event that claims or allegations of infringement of third party rights covered by the above warranty are made against the Purchaser, the Supplier shall, at its expense, undertake all defenses of the Purchaser against such claims or allegations and shall cause the Purchaser to be indemnified against them, and shall pay all costs and losses incurred by the Ordering Party in connection with the third party's claim, provided that the Purchaser promptly notifies the Supplier of such claims or allegations and provides the Supplier with all information in its possession relating to the incident and gives the Supplier power of attorney to conduct the necessary proceedings in or out of court, including settlement.
   4. Pending the termination of the proceedings, the Supplier shall provide the Purchaser, at its own expense, with the opportunity to continue using the Goods or the right under the Order that is the subject of the third party's claim, or propose to the Purchaser to make modifications or changes so that the rights of third parties are not infringed, and in case the application of such solutions is not possible due to unreasonable costs, The Supplier shall, notwithstanding any other rights of the Purchaser under generally applicable laws, return to the Purchaser the full Remuneration for the Goods /Software that are the subject of third party allegations or claims, and the Purchaser shall return such Goods /Software to the Supplier at the Supplier's expense and risk.
       
7. Ownership and use of the Software
   1. Applies to Software Orders that is, Orders in which there is a purchase of Goods related to the licensing or sublicensing of the Software or the provision and delivery of the media or access key containing the Software.
   2. Unless otherwise specified in the Software Order, in the case of Software Orders that will provide for the use of Software for which the Supplier holds the copyright or for which the Supplier holds the right to sublicense the Software that is the subject of the Order, the Supplier, depending on the Software licensing model adopted, shall grant to the Purchaser either an exclusive (in the event that the GTC are signed by the Parties) or a non-exclusive, and irrevocable license or sublicense to the Software and related updates in the following fields of exploitation: (a) entering into computer memory and running; (b) permanent and temporary reproduction of the Software in whole or in part by any means and in any form; (c) translation, adaptation, rearrangement, modification, extension and any other changes to the Software; (d) making the works or their copies available to authorized third parties cooperating with the Purchaser and documentation concerning the Software in the following fields of exploitation: (a) in terms of recording and reproduction - production of copies of the documentation by any technique, including printing, reprography, magnetic recording and digital technique; (b) making the original or a copy available to authorized third parties cooperating with the Purchaser. The Recipient may copy the Software and related documentation for internal use, in particular for archiving purposes, to replace a defective copy or to verify an error in the Software.
   3. Unless the license terms attached to the Order provide otherwise - the license to the Software specified in this section is granted on a perpetual and irrevocable basis for the entire duration of the copyright protection of the Software. The term of the license shall commence from the date the Software is made available to the Purchaser. After the expiration of the period for which the license has been granted, the license to the Software shall be deemed to be granted for an indefinite period of time, and the Party may terminate it 5 years in advance, at the end of a calendar year.
   4. In the case of development of the Software by the Supplier for the needs of the Recipient, the intellectual property rights related to the Software shall each time be   determined and defined under a separate agreement. If a separate agreement is not concluded then the provisions of the GTC shall apply accordingly.
   5. If the subject of the Order is the supply of Software, the copyrights to which are held by a third party owner of the Software, for which license terms separate from those regulated in the GTC are reserved, and for which the Supplier does not have the right to grant a license or sublicense, the Supplier shall each time notify the Purchaser in the form in which the Order and the GTC were concluded, or in writing, of the license terms of the owner of the Software, and provide the Purchaser with the terms of such license no later than the date of acceptance of the Supplier's offer by the Purchaser. The license to use such Software shall be granted directly by the owner of the Software, and the Supplier shall provide the Purchaser with the right to use the Software under the license terms of the owner of the Software.
       
8. Copyright (if applicable to elements of the Service/Commodity)
   1. Applies when the Goods, the result of the Service or their components constitute a work within the meaning of the provisions of the Spanish Intellectual Property Act;
   2. The Supplier represents that at the time of receipt of the Goods/Services results by the Purchaser: (a) the Goods/Services results and their component parts are owned by the Supplier, the Supplier is entitled to exclusive and unrestricted copyrights and subsidiary rights to the full extent thereof, and the Supplier is entitled to transfer the aforementioned rights and to grant consents, permissions and authorizations under the terms of this Section; (b) the Goods/Services results and their component parts are not encumbered by any third party rights, and the use and disposal thereof by the Purchaser will not infringe any third party rights; (c) paid remuneration to all creators involved in the creation of the Goods/results of the Services and their component parts; (d) if the image of a person is fixed in the Goods/results of the Services, the Supplier has the person's consent to disseminate his/her image and is entitled to transfer this consent to a third party.
   3. Upon receipt of the Goods/Services or their component parts specified in the Order, the Purchaser shall acquire, as part of the Remuneration, without territorial limitation, the entirety of the author's economic rights to the said Goods/Services and their component parts in the following fields of exploitation: (a) fixation, reproduction and production of copies and copies by all techniques, including magnetic recording, photosensitive, audiovisual, digital, optical, printing, reprographic, magnetic recording, computer, regardless of recording format and medium, size, form, technique, binding, type and manner of distribution or publicity, permanent and temporary reproduction in whole or in part, by any means and in any form, introduction into the memory of computers or devices having electronic memory (including memory cards) and devices using so-called "virtual memory" or shared memory resources. virtual memory or shared memory resources, temporary and permanent recording, copying and archiving of such records - in whole or in fragments; (b) marketing, lending, renting or donating the original or copies - in whole or in fragments; (c) making available to the public, dissemination, publishing, performing, exhibiting, displaying, reproducing, as well as broadcasting and rebroadcasting - in whole or in fragments, as well as making available to the public in whole or in fragments in such a way that anyone can access them from a place and at a time of their own choosing.
   4. The Supplier authorizes the Purchaser, as part of the Remuneration, to exercise the authorizations on the author's work set out in this Section. The author's moral rights are inalienable and may not be waived or transferred (Art. 14 Spanish Intellectual Property Act); the Supplier warrants that it has obtained from the author the authorizations to modify the work and to use it without attribution of the author's name. In particular, the Supplier grants the Purchaser permission to interfere with the integrity of the aforementioned Goods/Results of Services and their component parts by making changes, updates, corrections, abridgements, arrangements, alterations and additions, changes in form or form, changes in layout or structure of the whole or any part, combining with other works or with non-work creations, alone or through a third party. The Purchaser shall be entitled to use the aforementioned Goods/Services results and their components and developments and to distribute them in whole or in parts without marking them with the name of the creator. The Supplier declares that the authorizations set forth in this section shall not be revoked, abrogated by the Supplier, or limited in time or territory.
   5. The Supplier represents that it has the exclusive right to authorize the exercise of derivative copyrights in the Goods/Services results specified in the Order and their component parts. The Parties agree that together with the transfer of copyrights to the aforementioned Goods/Services deliverables and their component parts, and as part of the Remuneration, the right to exercise the dependent copyrights therein, as well as the right to authorize the exercise of the said dependent rights shall be vested exclusively in the Purchaser in perpetuity in all fields of exploitation specified in Section 8.3 of the GTC. The Supplier declares that the authorization set forth in this section shall not be revoked, rescinded, or limited in time or territory by the Supplier.
   6. Unless otherwise provided in the Order, no license or other right is granted, transferred, implied or implied with respect to the materials provided to the Supplier, in any form, by the Purchaser. Unless otherwise provided in the Order, all rights, including in particular ownership and intellectual property rights, in any information, data, results, inventions, solutions, products, know-how, technologies, processes, etc. created based on or using the materials mentioned in the preceding sentence, are and shall remain the property of the Purchaser alone. Nothing in the GTC shall be deemed to create or imply a grant to the Supplier of any license or intellectual property right or interest in the materials referred to in the first sentence of this clause or any information, data, results, inventions, solutions, products, know-how, technologies, processes, etc., created using or based on such materials.
      If the GTC has not been signed by the Parties or the transfer of copyright in the Goods/Services results or their components has been ineffective, the Supplier shall grant a license to the Purchaser in accordance with the following.
   7. Upon acceptance by the Purchaser of the Goods/Results of the Services or their components, the Supplier shall grant to the Purchaser, as part of the Remuneration, a license to the Goods/Results of the Services or their components, on the following terms: (a) type of license - non-exclusive (if the T&C has not been signed by the Parties) or exclusive (if the T&C has been signed by the Parties); (b) territorial scope - unlimited; (c) right to sublicense - the Purchaser shall be entitled to sublicense the Goods/Services deliverables or their component parts within the limits of the license granted to it; (d) fields of exploitation: (i) fixation, reproduction and production of copies and reproductions by all techniques, including magnetic recording, photosensitive,   audiovisual, digital, optical, printing, reprographic, magnetic recording, computer, regardless of recording format and medium, size, form, technique, binding, type and manner of distribution or publicity, permanent and temporary reproduction in whole or in part, by any means and in any form, introduction into the memory of computers or devices having electronic memory (including memory cards) and devices using so-called "virtual memory" or shared memory resources. virtual memory or shared memory resources, temporary and permanent recording, copying and archiving of such records - in whole or in fragments, (ii) marketing, lending, renting or donating of the original or copies - in whole or in fragments; (iii) making available to the public, distribution, publishing, performing, exhibiting, displaying, reproducing and broadcasting and rebroadcasting - in whole or in fragments, as well as making available to the public - in whole or in fragments - in such a way that anyone can access them from a place and at a time of their own choosing.
   8. Unless the license terms attached to the Order provide otherwise - the license for the Goods/Service results or their components specified in this section is granted for a period of 5 years. The term of the license referred to in the preceding sentence shall begin to run from the date of transfer of the Goods/Service results or their component parts by the Supplier to the Purchaser. After the expiration of the period for which the license is granted, the license shall be deemed to be granted for an indefinite period, and the Party may terminate the license 5 years in advance, at the end of the calendar year.
   9. Within the framework of the Remuneration, the Supplier, during the term of the license, grants the Purchaser permission to dispose of and use the developments of the Goods/Services results or their components in all fields of exploitation specified above, and furthermore the Parties agree that the right to authorize the exercise of dependent copyrights shall be vested exclusively in the Purchaser.
   10. Sections 8.4 and 8.5 of the GTC shall apply, respectively, to the Goods/Services deliverables or their components licensed by the Supplier to the Purchaser.
   11. As part of the Remuneration, the Supplier grants the Purchaser a license and consents, permissions and authorizations with respect to the videogram on the terms and conditions set forth above.
   12. The Purchaser is authorized to make or have made the first public release of the Goods/Results of the Services or their components.
   13. In the case of an exclusive license, the Supplier represents and agrees that it has not granted and will not grant a license to the Goods/Services deliverables or their component parts to other entities or persons, will not transfer the copyright in the Goods/Services deliverables or their component parts to other entities or persons, has not granted and will not grant permission to other persons or entities to dispose of and use the developments of the Goods/Services deliverables or their component parts, and has not entered into and will not enter into any other similar agreement.
        
9. Warranty and guarantee
   1. The Supplier provides the Purchaser with a quality guarantee for the entirety of the delivered Goods, which are the subject of the Order, and declares that the delivered Goods are of the highest quality, new, free from defects in material, technological, design, legal or any other defects (also applies to Services and results of Services).
   2. The Supplier shall provide the Purchaser with the relevant certificates, approvals, declarations . of conformity and other documents confirming the quality of the delivered Goods or Services.
   3. Detailed warranty terms for the Goods delivered and detailed warranty terms for the Services performed shall each time be defined in the respective Order, with the understanding that the warranty period shall be calculated from the date of signing the Acceptance Protocol by the Purchaser.
   4. The Purchaser may exercise rights under the warranty for physical defects independently of rights under the warranty.
   5. If the Supplier performs its obligations under the Order in a defective manner or contrary to the provisions of the Order or the provisions of the GTC, the Purchaser may call upon the Supplier to change its performance and set a reasonable time limit for this purpose. Upon ineffective expiration of the set deadline, the Purchaser may withdraw from the Order or entrust the rectification or further performance of the Goods or Services to another Supplier at the Supplier's expense and risk.
   6. All defects and faults shall be reported to the Supplier without undue delay by authorized representatives of the Purchaser.
   7. The Supplier is obliged to inform the Purchaser of any change of address, telephone number, e-mail address to which defects and defects will be reported, no later than the end of the day on which the change occurred. If the aforementioned obligation is not fulfilled, the notification made in one of the aforementioned ways shall be considered effective against the Supplier.
   8. Removal of defects and faults, shall take place no later than within 14 days of their notification by the Purchaser, unless otherwise agreed by the Parties in the Order.
   9. Removal of defects and faults shall be carried out by repairing the Goods or replacing them with new ones, and in the case of Services - by re-performing the Service or repairing the result of this Service. The repair should take place without charging the Purchaser with any costs. Regardless of the method of removal of defects and faults, the warranty time shall be extended by the time of such repair. If the repair of the Goods will take more than 14 days counting from the date of receipt of the Goods for repair by the Supplier, then when repairing the Goods under warranty or guarantee, the Supplier shall provide the Purchaser with a replacement Goods for the duration of the repair, unless the specific terms of the guarantee or the provisions of the Order state otherwise.
   10. Provision of a warranty by the Supplier shall not exclude, limit or suspend the rights of the Purchaser under the provisions of the warranty for defects. The Purchaser may exercise its rights under the warranty for physical defects independently of its rights under the warranty.
        
10. Contractual penalties and interest
    1. If the Supplier delays the execution of the Order, the Purchaser shall have the right to charge liquidated damages in the amount of 0.15% of the net Order value (Net Remuneration) for each day of delay, but not more than 15% of the net Order value.
    2. For delay in removal of defects revealed during the warranty or guarantee period, the Purchaser shall have the right to charge the Supplier a contractual penalty in the amount of 0.15% of the net Order value for each day of delay counting from the expiry   of the deadline set for the removal of defects, but not more than 15% of the net Order value.
    3. For delay in delivering replacement Goods to the Purchaser, the Purchaser shall have the right to charge the Supplier a penalty in the amount of 0.15% of the net Order value for each day of delay counting from the date of commencement of removal of defects or faults, but not more than 15% of the net Order value.
    4. Claims under the aforementioned contractual penalties do not exclude the possibility of the Purchaser to seek compensation on general terms.
    5. In the event of a delay as indicated in clause 10.1, 10.2 or 10.3 of the GTC, exceeding 14 working days, the Purchaser shall have the right to terminate the Order, which shall not exclude the Supplier's obligation to pay a contractual penalty, as well as the Purchaser's right to claim damages.
    6. The Purchaser, upon terminating the Order for reasons attributable to the Supplier, shall have the right to charge the Supplier an additional contractual penalty of 20% of the net Order value.
    7. If the Purchaser is late in making payments under the Order, the Supplier shall have the right to charge the Purchaser statutory interest.
    8. Contractual penalties shall be payable in euro. For possible calculation of contractual penalties in euro when defining the Remuneration expressed in a foreign currency, the Parties shall adopt the average exchange rate of the foreign currency euro of the European Central Bank (ECB) applicable on the day when the delivery of the Goods and/or performance of the Service should take place. The date of delivery of the Goods and/or performance of the Services shall each time be specified in the Order.
    9. The Supplier agrees to deduct liquidated damages from the Remuneration.
    10. Contractual penalties shall be payable within 21 days calculated from the date of delivery of the summons to the Party.
         
11. Confidentiality
    1. In connection with the performance of the Order, the Parties during the period of execution of the Order and for a period of 10 years after its execution, termination, expiration or any other termination of the term of the Order undertake: (a) keep strictly confidential all technical, technological, economic, financial, commercial, legal, organizational and other information concerning the other Party received in the course of cooperation regardless of the form of transmission of such information and its source; (b) use the information only for the purposes of the performance of the Order or other purposes strictly related to the subject matter of the Parties' cooperation (c) take all necessary steps to ensure that none of the persons receiving the information shall disclose such information or its source both in whole and in part to third parties without prior express authorization from the Party from which the information or source of information originated; (d) disclose the information only to those employees of the Parties or subcontractors, subsidiaries, controlled by the Parties to whom such disclosure would be reasonable and only to the extent that the recipient of the information must have access to it for the purposes specified; (e) not copy, reproduce, or in any way distribute any information or any part thereof, except as necessary for the performance of the Order or other purposes strictly related to the subject matter of the Parties' interaction, in which case any such copies or reproductions shall be the property of the Party that is the source of such information.
    2. The requirements of this Section shall not apply to any portions of information provided by the Parties that: (a) are published, known and officially disclosed to the public without violating the Order; (b) have been legally transmitted by a third party without violating any non-disclosure obligations to the Parties; (c) are disclosed by one of the Parties with the prior consent of the other Party in the form in which the Order and the GTC were concluded, or in writing; (d) are disclosed by one of the Parties at the request of an authority, state administration or court; (e) are disclosed by one of the Parties for the purpose of initiating or conducting criminal, civil or administrative proceedings.
    3. Violation of these provisions shall result in the Supplier incurring liability under the provisions of the Spanish Civil Code, the Ley 3/1991 de 10 de enero on Unfair Competition and other relevant regulations, and the Purchaser reserves the right to withdraw from the Order with immediate effect.
        
12. Environmental protection
    1. The Supplier declares that the Goods supplied under the Order meet all environmental protection requirements, and the Supplier holds the relevant certificates confirming this fact. The Supplier declares that the Services provided to the Purchaser under the Order will be performed in accordance with generally applicable regulations in the field of environmental protection, by persons with appropriate authorizations and qualifications in this field. The Supplier shall, at any request of the Purchaser, be obliged to present relevant up-to-date documents confirming the above requirements, qualifications and authorizations.
        
13. Conditions for withdrawal from or termination of the Order
    1. Either Party may withdraw from the Order within 45 days in the event that the other Party fails to meet or fulfill any of its obligations set forth in the Order, and such failure or noncompliance is not remedied within an additional 14 days. Notwithstanding the foregoing, either Party may rescind or terminate the Order pursuant to other provisions of the GTC and generally applicable laws.
    2. Provisions of the Order that by their nature should remain in force, in particular provisions concerning intellectual property rights, confidentiality and protection of personal data shall remain valid even after termination of the Order.
    3. The declaration of withdrawal from the Order or its termination shall be in the form in which the Order and the GTC were concluded, or in writing, otherwise being null and void.
        
14. Force majeure
    1. Neither Party shall be liable for non-performance or improper performance of obligations set forth in the Order, provided that such situation is caused by force majeure. By the term force majeure, the Parties shall mean an event that could not have been foreseen with the diligence required in commercial relations, which is external to each Party and which the Parties could not have prevented by acting with due diligence, in particular: acts of war, terrorist acts, general strikes, acts of state authorities and acts of nature.
    2. The Party that is unable to fulfill its obligations due to force majeure is obligated to immediately notify the other Party of the situation. Immediately after the cessation of  the force majeure, the Party that invoked the force majeure is obligated to inform the other Party of the situation.
    3. If the force majeure preventing the execution of the Order lasts for more than 45 days, the Parties shall have the right to terminate the Order.
        
15. Data protection and information security
    1. The Supplier warrants that it is aware of, complies with and will comply at its own expense with all laws, rules and regulations regarding information security and the protection of personal data and privacy that apply or may apply in connection with the delivery of the Goods and Services under the Order. In particular, this applies to Supplier's ensuring that the delivered Goods and Services comply with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free flow of such data and repealing Directive 95/46/EC, hereinafter referred to as GDPR, and Ley Orgánica 3/2018, de 5 de diciembre, de Protección de Datos Personales y garantía de los derechos digitales (LOPDGDD).
    2. The personal data of the representatives and contact persons of each Party (name and surname, e-mail address, telephone number, business address, VAT ID, signature) shall be processed by each Party, acting as independent data controller for the purposes of the negotiation, execution, management and performance of the contract. The legal basis for the processing of personal data is the performance of the contract (Article 6, paragraph 1, letter b) of the GDPR and Article 6 of the LOPDGDD). After the conclusion of a contract, personal data will also be processed in order to fulfill each Party's legal obligations (Article 6, paragraph 1, letter c) of the GDPR).
    3. The provision of the aforementioned personal data is a necessary requirement for the conclusion and performance of the contract; failure to provide such data shall prevent the contract from being entered into.
    4. Personal data shall be processed for the duration of the contractual relationship. Upon completion of the contract, personal data shall be blocked and retained solely for the purpose of meeting any legal obligations and addressing any liabilities arising from the performance of the contract, until the expiration of the applicable statutory limitation periods. Once such limitation periods have elapsed, personal data shall be permanently deleted.
    5. In cases where specific provisions of generally applicable law impose an obligation on the Parties to process or retain the data for a longer period than indicated above, the data shall be processed or retained for the period provided for by such law. In particular, personal data relating to tax and accounting obligations shall be retained for a minimum period of six (6) years from the end of the relevant tax period, in accordance with the General Tax Law (Ley 58/2003, de 17 de diciembre, General Tributaria).
    6. The personal data referred to in this Section may be disclosed by each Party to the following categories of recipients: (a) data processors engaged by each Party for the performance of the contract, such as ICT system providers, law firms and consulting companies; (b) courts and tribunals, where necessary for the establishment, exercise or defence of legal claims; and (c) public authorities, where disclosure is required by a   legal obligation incumbent on the Party acting as data controller (Article 6, paragraph 1, letter c) of the GDPR).
    7. The representatives and contact persons of each Party whose personal data are processed in accordance with this Section shall have the right of access to their personal data, the right to rectification, erasure, restriction of processing, the right to data portability and the right to object, in accordance with the GDPR and the LOPDGDD. Such rights may be exercised by sending a written request to the other Party at the address indicated in the Order or by e-mail to the contact address designated by each Party for this purpose. In the case of Adamed, the designed contact address is iod@adamed.com. The data subjects shall also have the right to lodge a complaint with the Spanish Data Protection Agency (Agencia Española de Protección de Datos, www.aepd.es) if they consider that the processing of their personal data infringes the applicable data protection legislation.
    8. To the extent that the performance of the Order requires the Supplier to process personal data on behalf of the Purchaser, the Supplier shall act as data processor within the meaning of Article 28 of the GDPR. In such cases, the Parties shall, prior to the commencement of any such processing, enter into a data processing agreement in accordance with Article 28 of the GDPR and Article 33 of the LOPDGDD, setting out the subject-matter and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects, and the obligations and rights of the Purchaser as data controller. Such data processing agreement shall be attached as an annex to the relevant Order and shall form an integral part thereof.
    9. Where the performance of the Order entails a disclosure or transfer of personal data from one Party to the other, and the receiving Party processes such data as an independent data controller for its own purposes, the disclosing Party shall ensure that it has a valid legal basis for the disclosure in accordance with GDPR. The receiving Party shall process the personal data received exclusively for the purposes communicated by the disclosing Party at the time of disclosure and in compliance with the applicable data protection legislation. The Parties shall, where necessary, set out in the relevant Order or in a separate annex thereto the terms and conditions governing such disclosure and the subsequent processing of the personal data by the receiving Party.
    10. In the event that the Parties jointly determine the purposes and means of the processing of personal data in connection with the performance of the Order, the Parties shall be deemed joint controllers within the meaning of Article 26 of the GDPR. In such cases, the Parties shall enter into a joint controllership arrangement setting out, in a transparent manner, their respective responsibilities for compliance with the obligations under the GDPR and the LOPDGDD, in particular as regards the exercise of the rights of the data subjects and their respective duties to provide the information referred to in Articles 13 and 14 of the GDPR. Such arrangement shall be attached as an annex to the relevant Order. The essence of the joint controllership arrangement shall be made available to the data subjects upon request. Regardless of the terms of such arrangement, each data subject may exercise his or her rights under the GDPR against either Party.
         
16. Other provisions
    1. In the event that the Purchaser does not have the Supplier's current documentation, prior to the commencement of cooperation and the submission of the first Order, and whenever requested by the Purchaser, the Supplier shall send the Purchaser copies of current documents: (a) a permit to conduct regulated activities (if applicable); (b) a copy of the certificate of assignment of the Tax Identification Number; (c) a copy of the entry in the business register or a copy thereof or an extract from the National Court Register; (d) documents confirming the Supplier's status for tax purposes (in particular, for VAT purposes).
    2. The Supplier is obliged to send the aforementioned documents electronically to the Purchaser's Representative, no later than before placing the next Order. The Purchaser reserves the right to periodically verify the above data. At the same time, the Supplier, in case of any changes in the scope of the above-mentioned documentation, is obliged to immediately inform the Purchaser about this fact and provide updated data or copies of the documents that have changed.
    3. The parties undertake to comply with anti-corruption standards, in particular the provisions of the anti-corruption clause, which is attached as Appendix 1 to the GTC.
    4. The Supplier declares that neither it nor its beneficial owner (as defined below) is domiciled, established or managed in territories or countries with harmful tax competition and is the beneficial owner by virtue of the execution of the transaction with the Purchaser. Beneficial owner means an entity that meets all of the following conditions: (a) he receives the receivable for his own benefit, including deciding independently on its use and bearing the economic risk of losing the receivable or part of it; (b) he is not an intermediary, representative, fiduciary or other entity legally or de facto obligated to transfer all or part of the receivable to another entity; (c) he conducts a real business activity in his country of residence, and the funds received by the Supplier on the basis of cooperation with the Purchaser are obtained in the framework of such activity (if obtaining such funds occurs). The list of countries applying harmful tax competition is set forth in the Order of the Ministry of Finance approving the list of non-cooperative jurisdictions under the first additional provision of Law 36/2006 on measures for the prevention of tax fraud. In the event of changes in the above during the course of cooperation, the Supplier undertakes to notify the Ordering Party of this fact.
    5. The order and the contract concluded in the event of its acceptance (explicitly or with modifications) are governed by Spanish law.
    6. All disputes related to the placement, acceptance and performance of the Order, including the validity and existence of the contract between the Parties, as well as all disputes arising from the relations between the Parties related to the placement, acceptance or performance of the Order shall be finally resolved by: (a) a common court of competent jurisdiction according to the seat of the Purchaser - if the Supplier has its registered office in Spain; (b) the Tribunal Arbitral de Barcelona (TAB) sited in Barcelona, on the basis of the rules of that court in effect on the date of commencement of the proceedings by the arbitrator appointed in accordance with such rules - if the Supplier has its registered office outside Spain.
    7. The Supplier may transfer to another entity its rights and obligations under a given Order only with the prior consent of the Purchaser.
    8. The parties exclude the use of other contractual models (in whole or in any part), including in particular regulations, terms and conditions of sale and other contractual models, used by the Supplier.
    9. The rules of promotion, advertising and mutual use of logos/trademarks by the Parties to the extent related to the performance of the Order must be agreed and accepted by the Parties each time in the form in which the Orders and GTC were concluded, or in writing. The use of cooperation materials and information, in particular for reference and marketing purposes, requires the prior consent of the other Party in the form in which the Orders and GTC were concluded, or in writing.
    10. The Parties shall appoint their Representatives for day-to-day contacts between the Parties and making arrangements related to the execution of the Order, in particular, for placing and confirming Orders, coordinating deliveries, submitting and receiving complaints.
    11. All notices or other information having to do with the Order shall be delivered in the form in which the Order and the GTC were concluded, or in writing, personally, by registered mail or courier to the address indicated by the Parties, as well as by e-mail to the address of their Contact Representatives. Information, notices and agreements sent by means other than registered mail or by courier - must be confirmed by the other Party to be considered delivered.
    12. Each Party is obliged to inform the other Party of any change in its address for service. In the event of violation of this obligation, statements sent to the Party at the address indicated in the Order shall be deemed effectively delivered.
    13. The attachments to the Order are an integral part of the Order.
    14. The Order, together with the GTC, constitutes the entire agreement between the Parties. It supersedes and cancels all prior, contemporaneous or subsequent exchanges of information, offers, terms, conditions, representations and warranties relating to the subject matter of the Order, and shall prevail over all conflicting or additional terms of any offer, order or other exchange of information between its Parties regarding the subject matter of the Order during the term thereof.
    15. In case of discrepancies between the content of the GTC and the content of the Order, the provisions of the Order shall prevail. Any changes to the GTC must be clearly indicated in the Order.
    16. Any changes to the Order and the GTC shall require under pain of nullity to be in in writing.
    17. The Supplier represents that it has received the GTC in a timely manner prior to entering into an Order with the Purchaser and accepts their contents in full.
    18. The GTC are effective as of July 1, 2026.
    19. In matters not regulated in the GTC, the relevant provisions of the Spanish Civil Code and other generally applicable laws shall apply.

Appendix 1
Anti-corruption clause

1. Definitions. For the purpose of the Contract, the following definitions apply:
   1. “Clause” – this anti-corruption clause;
   2. “Jurisdiction” – any local, state, foreign or international jurisdictions that may apply to the Parties on account of their seat and any acts or omissions by the Parties or their Associates in connection with the performance of the Contract;
   3. “Corrupt Practices” – giving, accepting, promising or seeking financial advantage or personal advantage in connection with exercising a specific function or holding a specific office or in exchange for an abuse of power, breach of duty or other use of function or office in conflict with the law or rules of social intercourse which is a violation of generally applicable law in any Jurisdiction;
   4. “Associate” – any person or entity (especially a company body, member of a company body, owner, employee, co-worker, other person representing the Party, agent or subcontractor) undertaking any acts or omissions in any scope or capacity on behalf or for the benefit of the Party in connection with the Contract, including cases where such person or entity has been authorized to act through abuse of power or breach of duties;
   5. “Incidents” – any events in violation of generally applicable laws in a given Jurisdiction (including but not limited to Corrupt Practices, crimes or fiscal offences) or regulations in place at or binding on the Purchaser such as in-house procedures or regulations, contracts, codes of conduct or gocommercial practices, including failure to exercise due diligence required in any given circumstances;
   6. “Fair Market Value” – is a value which:
      1. would be paid as a result of fair negotiations between well-informed parties, on arm’s length dealings,
      2. is adequate to the labour input, takes into account the nature and quality of provided services and supplied goods, the qualifications and expertise of service provider, the geographical location of service provision and goods supply, the nature of the market, as well as the most common rates of payment under similar collaboration.
   7. “Auditor” – a third-party provider of professional audit services duly qualified to conduct financial auditing (i.e. to audit financial statements).
2. The Parties:
   1. shall comply with the provisions aimed at preventing and combating Corrupt Practices in any Jurisdiction, taking all reasonable efforts to ensure that their Associates do not pursue any Corrupt Practices in connection with the Contract;
   2. undertake that the Contract was signed (…) e.g. upon due and careful verification of the Supplier’s competences, experience, know-how and technical and organizational skills;
   3. are aware that observing the provisions of the Anti-Corruption Clause is an essential condition of their collaboration.
3. Fair Market Value. The Supplier declares that all payments made by the Purchaser to the Supplier in connection with the Contract represent a Fair Market Value and that such payments will not be used to influence the Supplier or any of its Associates to pursue any acts or omissions in violation of the law or code of ethics binding on them.
4. Payments. All payments arising from the Contract shall be made after the payer has received a correct invoice issued pursuant to the Contract and supported by the invoicing Party with relevant documents or other evidence confirming proper performance of the Contract. All Contract-related payments between the Parties shall be made by bank transfer to the other Party's bank account in the country where the goods or services are provided, or in the country of the Party’s seat or the principal place of business. The Parties shall ensure that all payments made in connection with the performance of the Contract are duly and correctly booked and accounted for in the books, accounting records and documentation in accordance with any applicable legal requirements.
5. Anti-corruption mechanisms. The Supplier and its Associates shall not pursue any Corrupt Practices while performing the Contract and shall ensure that the Supplier has relevant internal mechanisms in place to counter Corrupt Practices, particularly that the Supplier has implemented appropriate procedures and provides the Associates with regular training in this respect.
6. Inspections. Depending on the results of the risk assessment carried out by the Purchaser in connection with the Contact, the Purchaser shall be entitled to:
   1. Verify the procedures aimed at preventing and combating Corrupt Practices in place at the Supplier and the training system for the Employees in this respect;
   2. Carry out anti-corruption training for the Supplier and Associates;
   3. Request the Supplier to complete a verification form including but not limited to the following information:
      1. name, surname and position of the person designated by the Supplier to supervise the process of preventing the Supplier and Associates to purse Corrupt Practices;
      2. information whether certain persons on the Supplier’s part serve or have served as public officials in the past 5 years;
      3. the type of mechanisms in place at the Supplier to counteract Corrupt Practices with a special focus on the existing procedures;
   4. Audit financial records associated with the performance of the Contract to verify whether the Contract has been performed in accordance with its provisions. If the Supplier fails to request an audit to be conducted by the Auditor within 7 days of being notified by the Purchaser of the intended audit, the Purchaser may perform the audit itself or have it performed by the Auditor – in the latter case the Purchaser shall bear the costs of hiring the Auditor. If the Supplier requests the audit to be conducted by the Auditor within the period referred to above, the costs of such audit shall be borne by the Supplier if the audit reveals any irregularities on its part. If, within 30 days of notifying the Purchaser that the audit should be carried out by the Auditor, the Parties fail to agree on the choice of Auditor, such decision shall be made unilaterally by the Purchaser. A contract with the Auditor must be made in writing under pain of nullity and must contain confidentiality provisions at least as restrictive as those set out in the Contract.
      The Purchaser may perform the inspections referred to above during the term of the Contract, and, in case of audits referred to in Article 6 (4), within five (5) years of its termination. The Supplier shall collaborate with the Purchaser in the scope of such inspections i.a. by ensuring access to its premises or the premises of its Associates, as well as by providing access to the Contract-related records relevant for the audit.
7. Reporting Corrupt Practices. The Supplier shall be required to keep the Purchaser notified of any known or suspected Corrupt Practices associated with the Contract. All such notifications shall be sent to the following email address: …………………………………
8. Whistleblowing Policy (reporting Incidents). The Purchaser declares that there is a Whistleblowing Policy in place at its organization to enable any entities and natural persons report any Incidents by various reporting channels, anonymously or otherwise. The Whistleblowing Policy sets out the reporting principles, including the protection of   confidentiality of reports and the personal data of whistleblowers. In accordance with Law 2/2023, of 20 February, on the protection of persons who report regulatory infringements and the fight against corruption, the Supplier, its Associates and any natural persons who work for or under the supervision and direction of the Supplier shall be entitled to report Incidents committed in connection with the performance of the Contract through the reporting channels made available by the Purchaser under the Whistleblowing Policy.
9. Liability for breach of the Anti-Corruption Clause. In the event that one of the Parties pursues Corrupt Practices in connection with the Contract, the other Party shall be entitled to:
   1. terminate the Contract with immediate effect;
   2. refuse to provide any due or undue benefits arising under the Contract if this would entail the risk of any negative consequences for this Party>
   3. require the other Party to redress the damage suffered as a result of such Corrupt Practices. This claim can be offset against the other Party’s remuneration under the Contract.
      No action or omission by any Party in breach of the Clause shall be treated as an action or omission performed for or on behalf of the other Party.
10. Final provisions:
    1. The provisions of the Clause shall be without prejudice to any other rights enjoyed by the Parties under other legal systems of any Jurisdiction, including but not limited to the right to seek compensation in the event of a breach of the Clause.
    2. The Supplier has read the provisions of the anti-corruption Clause and, by signing the Contract or by acknowledging receipt / accepting the order, accepts such provisions as provided hereinabove.