GENERAL TERMS AND CONDITIONS OF SALE OF CIRCUTOR, S.A.U.

These General Terms and Conditions of Sale constitute the general contractual framework applicable to the sales, supplies and services provided by Circutor, S.A.U. Annex I shall be mandatory for electric vehicle charging solutions under the terms set out in these General Terms and Conditions.

1. General provisions

1.1 Sales and supplies of equipment, electrical materials, products, solutions, software, associated services and any other deliverables provided by Circutor, S.A.U. (“Circutor”) shall be governed by these General Terms and Conditions of Sale, except to the extent expressly agreed otherwise in a contractual document accepted in writing by Circutor and constituting the specific terms and conditions of the order or contract.

1.2 Any other general terms and conditions, purchasing conditions, contractual terms, purchase orders or documents of the Buyer that have not been expressly accepted in writing by Circutor shall be null and void for all purposes.

1.3 These General Terms and Conditions shall be deemed to have been communicated to the Buyer from the time the Buyer is notified of the website on which they are published, receives a Circutor offer accompanied by these Terms and Conditions, or has previously received them in the course of its commercial relationship with Circutor. In all such cases, they shall be deemed accepted by the Buyer for all purposes upon placement of the order.

1.4 Where the order concerns solutions, equipment, software, firmware, platforms, connectivity or services associated with electric vehicle charging, Annex I shall apply in the circumstances and to the extent provided for in these General Terms and Conditions.

1.5 The Seller may amend these General Terms and Conditions of Sale at any time. Any amendments shall apply to orders placed after their publication or notification to the Buyer.

1.6 In the event of any discrepancy between documents, the following order of precedence shall apply: (I) specific terms and conditions or a specific contract signed by the parties; (II) an offer accepted by Circutor; (III) Annex I, where applicable; and (IV) these General Terms and Conditions.

2. Scope of application and special conditions for charging solutions

2.1 These General Terms and Conditions shall apply to all orders accepted by Circutor, unless a specific written agreement establishes different specific terms and conditions.

2.2 Annex I shall apply to products, equipment, software, firmware, services, digital platforms, connectivity, commissioning, maintenance, technical assistance and any other deliverables related to electric vehicle charging solutions.

2.3 In the event of any conflict between these General Terms and Conditions and Annex I, Annex I shall prevail in respect of the matters specifically regulated therein, including, in particular, software, firmware, connectivity, commissioning, maintenance, technical support, the special charger warranty, safety and use of the equipment.

2.4 These General Terms and Conditions shall apply to any matter not expressly regulated in Annex I.

3. Purpose and scope of offers

3.1 Unless Circutor issues a specific offer, the applicable prices shall be those shown in Circutor’s price list in force on the date the order is placed. Where Circutor has issued an offer, the prices and terms of that offer shall relate exclusively to the products, equipment, services, specifications and quantities stated therein and shall remain valid for the period indicated in the offer or, failing that, for one (1) month, unless otherwise stipulated.

3.2 The Seller reserves the right to make changes at any time, particularly in relation to the format, shape, colour, dimensions, components, materials, representations, descriptions and specifications shown in its catalogues, brochures, commercial documentation or websites, provided that such changes do not substantially alter the essential characteristics of the accepted supply.

3.3 In the case of electric vehicle charging solutions, the scope of the offer shall be interpreted together with the applicable technical documentation, manuals, product data sheets, specific terms and conditions and Annex I.

4. Formation of the contract of sale

4.1 The Buyer’s acceptance of a Circutor offer shall in all cases be formalised by means of a purchase order issued by the Buyer, or an equivalent document, accepted by Circutor.

4.2 An order shall not be deemed accepted until expressly accepted by Circutor. The Buyer’s failure to receive notice of acceptance or rejection of the order shall not imply acceptance thereof by Circutor.

5. Placement of orders and scope of supply

5.1 The scope of supply must be clearly specified in the Buyer’s order and in the offer accepted by Circutor. The Buyer’s failure to receive notice from Circutor accepting or rejecting the order does not imply acceptance thereof.

5.2 The supply includes only the equipment and materials covered by the order, except where the Buyer’s order accepted by Circutor expressly includes additional documentation, reports, support or services.

6. Payment terms

6.1 Supply prices shall be net and shall exclude VAT and any other applicable tax, duty, fee, tariff, levy, expense or cost, which shall subsequently be charged on the invoice at the corresponding rates.

6.2 Unless otherwise stipulated in the order accepted by Circutor, Circutor shall include in the supply price the standard packaging used by Circutor, excluding any other packaging, service, transport, insurance, installation, commissioning, maintenance or support.

6.3 Products covered by an order shall be transported at the Buyer’s expense and risk. If Circutor dispatches them, it shall do so freight collect, unless expressly agreed otherwise. The Seller may establish agreements, conditions or proposals under which it may assume responsibility for the transport and insurance of the supply. In such cases, Circutor reserves the right to select the means of transport and the transport and insurance providers.

6.4 The prices stated in the offer are based on the payment terms specified therein. If those payment terms are changed, the prices in the offer may be revised.

6.5 Price lists may be changed at any time, in which case fifteen (15) days’ prior notice shall be given where appropriate.

7. Payment terms

7.1 The Buyer’s order shall include the payment terms for the supply. Payment terms previously specified under an ongoing commercial relationship agreement between the Buyer and Circutor may also be used. Such payment terms must comply with the legislation in force on combating late payment in commercial transactions and shall in all cases remain within the applicable legal framework.

7.2 Payment shall be made under the agreed terms, into Circutor’s bank account or by another agreed method. Payment shall be made without any deduction, including unagreed withholdings, discounts, expenses, taxes, fees or any other deduction.

7.3 If the Buyer is late in making any payment, it shall pay the Seller, without any demand being required and from the payment due date, the applicable late-payment interest in accordance with the relevant legislation. Payment of such interest shall not release the Buyer from its obligation to make all other payments under the agreed terms.

7.4 If the Buyer is late in making the agreed payments, Circutor may, at its discretion, provisionally or permanently suspend shipment of the supply, delivery of products, provision of associated services, technical assistance, maintenance, support, connectivity, non-critical updates or any other outstanding performance, without prejudice to its right to claim overdue payments and any additional compensation due.

7.5 Failure to pay any instalment on its due date shall automatically render all amounts owed by the defaulting Buyer immediately due and payable, regardless of the payment instrument used. Circutor also reserves the right to suspend performance of its own obligations until all amounts due have been paid in full and to claim the compensation for recovery costs provided for by the applicable legislation.

7.6 The equipment, materials and products covered by the order shall be supplied subject to retention of title in favour of Circutor until the Buyer has fully discharged its payment obligations. The Buyer shall be required to cooperate and take any measures that are necessary or appropriate, including those proposed by Circutor, to safeguard Circutor’s ownership of such equipment, materials and products.

7.7 Where payment due dates coincide with holiday periods, delays in payment or extensions not expressly agreed shall not be accepted. Likewise, similar wording in the order terms specified by the Buyer shall not be accepted.

8. Delivery times and conditions

8.1 The delivery time shall apply to the material made available at the location and under the conditions stated in the accepted order. If no delivery location is specified, the supply shall be deemed made available at Circutor’s factory or warehouses.

8.2 In order for the delivery time to be binding on the Seller, the Buyer must have strictly complied with the payment schedule and with its obligations regarding information, documentation, approvals, permits and cooperation.

8.3 Delivery times shall be subject to the availability of equipment, materials, components, software, services, transport, administrative authorisations and any other circumstances existing at the time the firm order is received that may affect them. Any subsequent extension or amendment of the order may cause it to be treated as a new order, with the processes restarting and the terms and delivery times being reviewed.

8.4 Unless expressly accepted in writing by Circutor, delivery, manufacturing, commissioning or service-performance times shall be indicative and non-essential.

9. Receipt

9.1 Upon receipt of the supply, the Buyer shall inspect its contents within no more than fifteen days to identify any defects and/or shortages attributable to the Seller and, where applicable, shall notify the Seller immediately in writing of the existence of such defects and/or shortages.

9.2 Once fifteen (15) days have elapsed from the Buyer’s receipt of the supply without Circutor having received written notice of any defects or shortages, the supply shall be deemed accepted, without prejudice to any applicable warranty regime.

10. Return of materials. Claims

10.1 Where the reasons for returning material are not attributable to the Seller, the following provisions of this clause shall always apply.

10.2 Any return of material shall require a prior agreement between Circutor and the Buyer. The existence of such agreement shall be evidenced by the corresponding Return Material Authorisation (RMA) document, issued in accordance with the procedure established by Circutor.

10.3 The Buyer shall have one (1) month from the purchase and receipt of the material to request return authorisation, unless expressly agreed otherwise.

10.4 If the Buyer holds Circutor material in stock, a stocking agreement must be in place between Circutor and the Buyer clearly specifying the maximum period from the purchase date within which a return may be accepted. Under no circumstances shall this period exceed nine (9) months. If no such agreement exists, the period shall be one (1) month.

10.5 The Buyer shall provide the information requested by Circutor concerning the material to be returned, its purchase, invoice, traceability and the reason for the return.

10.6 The Buyer agrees to contribute to the inspection and reconditioning costs of the returned material, which shall amount to at least fifteen per cent of the amount eligible for credit. Once the returned material has been received, Circutor shall assess its condition and inform the Buyer of the final depreciation percentage and of any other condition affecting the return. The return shall not be deemed authorised until the Buyer has accepted the final conditions.

10.7 All returns shall be made with carriage paid by the Buyer.

10.8 The Seller shall not accept returns of material declared obsolete, discontinued, used, installed, dismantled or handled in a manner that prevents its normal use from being warranted.

10.9 The Seller shall not accept returns of material designed or manufactured specifically for the Buyer.

10.10 No return shall be accepted and no credit shall be issued for material that was not purchased directly by the Buyer from the Seller.

10.11 Any return for reasons attributable to Circutor shall be handled in accordance with the applicable legal framework. In all cases, the Buyer undertakes to report the incident to the Seller in accordance with the established procedure, which includes obtaining the corresponding Return Material Authorisation (RMA), in order to ensure a prompt and effective solution.

11. Warranties

11.1 For electric vehicle charging solutions subject to Annex I, the warranty regime established in that Annex shall in all cases prevail over any provision contained in these General Terms and Conditions.

11.2 The Seller warrants the products it has supplied against defects in materials, manufacture or assembly for a period of two (2) years from the date of receipt, whether express (successful completion of acceptance tests agreed between the Seller and the Buyer and written acceptance of the supply) or implied (15 days after dispatch to the Buyer without written notice to the Seller indicating any non-conformity), or eighteen (18) months from the date on which notice is given that the supply is available for dispatch, whichever occurs first.

11.3 This warranty consists of repair at Circutor’s workshops or the provision of replacement items for those acknowledged to be defective due to defects in material, manufacture or assembly.

11.4 Repair or replacement of a defective item forming part of the Supply shall not extend or restart its original warranty period, which shall remain unchanged. However, the spare part, replacement product or repair carried out shall be covered by a six (6)-month warranty from the date it is made available or performed.

11.5 The warranty excludes damage or defects caused by normal wear and tear resulting from use of the equipment. The warranty shall also exclude, and shall be deemed void in respect of, damage and defects caused by inadequate preservation or maintenance, incorrect or negligent storage or handling, misuse, defective assembly, variations in the quality of the electrical Supply, modifications made to the Supply without Circutor’s approval and, in general, any cause not attributable to the Seller.

12. Limitation of liability

12.1 The aggregate liability of Circutor, its agents, employees, subcontractors, partners, suppliers and licensors for any claim arising from the performance or non-performance of its contractual obligations shall not exceed the amount actually paid by the Buyer for the supply or service giving rise to the claim.

12.2 Under no circumstances shall such liability include loss of profit, loss of revenue, loss of production or use, capital costs, downtime costs, delays, claims by the Buyer’s customers, loss of anticipated savings, loss of data, loss of connectivity, service interruption, or any other special, indirect, incidental or consequential damages.

12.3 The limitation of liability contained in this clause shall prevail over any other provision contained in any contractual document that conflicts or is inconsistent with it, unless that provision limits Circutor’s liability to a greater extent.

13. Export restrictions and regulatory compliance

13.1 The Buyer acknowledges that the products, equipment, software, technology, technical documentation and services supplied by Circutor may be subject to local, European or international laws and regulations concerning export controls, trade sanctions, embargoes, end-use restrictions or technology transfer.

13.2 The Buyer shall be responsible for complying with such laws and regulations and, where applicable, for obtaining the licences, authorisations, permits or approvals required for the import, export, re-export, transfer, installation, use or resale of the products or services supplied.

13.3 No provision of these Terms and Conditions shall require the Seller to perform any act that may constitute a breach of the applicable law in any jurisdiction. Circutor’s refusal or inability to perform such acts for legal or regulatory reasons shall not be deemed a breach of contract.

14. Assignment

14.1 Circutor may assign all or part of its rights and obligations arising from these General Terms and Conditions and from contracts entered into thereunder to any company belonging to its corporate group, subject to prior notice to the Buyer. The Buyer may not assign its rights or obligations without Circutor’s prior written consent.

15. Severability

15.1 The nullity, invalidity or unenforceability of any clause of these General Terms and Conditions shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

16. Governing law. Jurisdiction and venue

16.1 These General Terms and Conditions, Annex I and any order or supply arising therefrom shall be governed by and construed in accordance with Spanish law, unless the parties expressly agree otherwise in writing.

16.2 The parties expressly waive any other jurisdiction to which they might be entitled and submit to the jurisdiction of the Courts of Terrassa (Barcelona), Spain, unless another jurisdiction applies on a mandatory basis or the specific terms and conditions accepted in writing validly establish another dispute-resolution rule.

17. Force majeure

17.1 If Circutor is wholly or partially prevented from performing its contractual obligations due to Force Majeure, performance of the affected obligations shall be suspended without any liability on the part of Circutor.

17.2 Force Majeure shall mean any cause or circumstance beyond Circutor’s reasonable control, including, without limitation, strikes affecting suppliers, transport or services, failures in third-party supplies, failures of transport systems, natural disasters, floods, civil unrest, strikes, labour disputes, work stoppages by Circutor’s personnel or its subcontractors, sabotage, acts, omissions or interventions of any government or agency, pandemics, regulatory restrictions, problems in the supply of components, energy, raw materials, transport or connectivity, cyber incidents not attributable to the Seller, and any other causes of force majeure recognised by the legislation in force that directly or indirectly affect Circutor’s activities.

17.3 Where a Force Majeure event occurs, Circutor shall notify the Buyer as soon as possible, stating the cause and its expected duration where reasonably possible. Circutor shall also notify the Buyer when the cause ceases and, where applicable, the time expected to be required to perform the suspended obligations.

17.4 The occurrence of a Force Majeure event shall entitle the Seller to a reasonable extension of the period for delivery or performance of the service.

18. Confidentiality

18.1 The parties shall keep confidential all documents, data, materials, technical, commercial, financial or operational information, software, firmware, manuals, documentation, configurations, know-how, specifications, technical data and any other information provided by either party to the other, and shall not disclose it to any third party or use it for any purpose other than performance and development of the contracted supply or service, without the other party’s prior written consent. The foregoing shall not prevent Circutor from providing the Buyer’s name and basic supply details as part of its commercial references, unless the Buyer gives written instructions to the contrary.

19. Data protection

19.1 The parties undertake to comply at all times with the applicable personal data protection legislation. Where the provision of services involves the processing of personal data on behalf of either party, the parties shall enter into the corresponding data processing agreement where legally required.

20. Termination

20.1 Either party may terminate the order immediately by written notice to the other party if the latter commits a material breach thereof. No breach of an order shall be deemed material unless the defaulting party has first been notified in writing and has failed to remedy the breach within thirty (30) days following such notice.

20.2 The following shall also constitute grounds for termination: the dissolution, liquidation or commencement of insolvency proceedings of either party, except in the context of merger or restructuring transactions carried out within the group to which the relevant party belongs; cessation of business by either party; continuation of a Force Majeure event for more than three (3) months from the date of receipt of the relevant notice; or any other grounds for termination expressly stated in these General Terms and Conditions or in the accepted specific terms and conditions.

20.3 In the case of electric vehicle charging solutions, the following shall also constitute grounds for suspension or termination, at Circutor’s discretion: breach of the payment terms; unauthorised handling, modification, alteration of or intervention in equipment, software or firmware; reverse engineering, disassembly, copying or unauthorised use of software or technical documentation; failure to comply with installation, commissioning, maintenance, safety or cybersecurity requirements; failure to cooperate in the performance of services, support, maintenance or warranty obligations; use of the Equipment for purposes other than those intended; or any act by the Buyer that compromises the security, integrity, connectivity or operation of the Equipment or associated platforms.

20.4 Termination of the contract shall not affect any provisions which by their nature are intended to survive termination, including, without limitation, those relating to confidentiality, intellectual and industrial property, limitation of liability, data protection, regulatory compliance, indemnification and dispute resolution.

ANNEX I: SPECIAL CONDITIONS FOR ELECTRIC VEHICLE CHARGING SOLUTIONS

This Annex forms an integral part of the General Terms and Conditions of Sale of Circutor, S.A.U. and shall apply to electric vehicle charging solutions under the terms set out in those General Terms and Conditions.

1. Scope of application

1.1 This Annex shall apply to all orders, sales, supplies and services provided by Circutor concerning electric vehicle charging solutions, including, without limitation, AC chargers, DC chargers, equipment, parts, spare parts, accessories, software, firmware, digital platforms, connectivity, commissioning, installation, preventive and corrective maintenance, technical assistance, training and support intended for customers located outside Spain and Portugal, unless expressly agreed otherwise.

1.2 Sales of electric vehicle charging solutions intended for customers located in Spain and Portugal shall be governed exclusively by Circutor’s General Terms and Conditions of Sale, and this Annex shall not apply unless expressly agreed otherwise in writing.

1.3 This Annex forms an integral part of Circutor’s General Terms and Conditions of Sale. In the event of any conflict between this Annex and the General Terms and Conditions, this Annex shall prevail in respect of the matters specifically regulated herein.

1.4 No addition, amendment or waiver of this Annex shall have legal effect unless expressly accepted in writing by Circutor.

2. Definitions

Equipment: any product, charger, machinery, system, related part, accessory or spare part designed, manufactured, assembled, marketed or supplied by Circutor in connection with electric vehicle charging solutions.

Service: any technical assistance, installation, commissioning, preventive or corrective maintenance, technical support, diagnosis, repair, training or remote assistance activity provided by Circutor or by its authorised partners in relation to the Equipment.

Site: the place where the Equipment is to be installed, used or commissioned.

Commercial Quotation: a document prepared by Circutor setting out the equipment, products or services offered, including, among other matters, the price, delivery time, specifications and payment terms.

Purchase Order or Order: a formal document issued by the Buyer stating its intention to purchase the equipment, products or services detailed in the Commercial Quotation.

Installation: the work required for the physical assembly of the Equipment at the Site designated by the Buyer.

Commissioning: the procedure by which it is verified that the system’s functional elements have been correctly implemented and configured, and that the charger operates in accordance with the technical specifications following its installation.

Preventive Maintenance: the set of periodic tasks recommended by Circutor in order to preserve the charger’s service life and ensure its correct operation.

Corrective Maintenance: an on-site or remote technical intervention intended to resolve an incident by repairing or replacing components or by applying corrective firmware updates. Resetting, cleaning, basic parameter setting, operational checks or communication incidents not attributable to the Equipment itself shall not be considered Corrective Maintenance.

Remote Technical Assistance: a technical support service provided using remote means, digital tools or equivalent technologies that make it possible to assist the Buyer in resolving incidents or diagnosing the Equipment.

3. Commercial Quotation, orders and planning

3.1 The prices, delivery times, technical specifications, scope of supply and specific terms and conditions applicable to the Equipment and Services shall be those stated in the corresponding Commercial Quotation issued by Circutor.

3.2 Unless otherwise stated in the Commercial Quotation, the prices indicated shall remain valid for the period specified therein.

3.3 Acceptance of the Commercial Quotation by the Buyer shall constitute its full, express and unconditional agreement to the terms of the Commercial Quotation, Circutor’s General Terms and Conditions of Sale and this Annex.

3.4 Placement of the order by the Buyer shall constitute a firm and irrevocable commitment, unless Circutor expressly accepts amendments thereto.

3.5 Delivery, manufacturing, shipping, commissioning or service-performance times shall be estimates, unless Circutor expressly accepts in writing that they are essential.

3.6 Circutor may inform the Buyer of the progress of the work and communicate any delay that may affect the expected date, providing an updated estimate where reasonably possible.

4. Inspection, permits, shipping, delivery, storage and risk

4.1 Before shipment, Circutor may, at its sole discretion, inspect the Equipment in order to facilitate its proper commissioning at the destination Site.

4.2 Unless otherwise agreed, the Buyer shall be responsible for preparing the documentation and obtaining all permits, approvals, licences, authorisations or similar documents required by the local authorities for the installation, use, import, commissioning or operation of the Equipment.

4.3 Unless expressly agreed otherwise, the Equipment shall be delivered at Circutor’s premises in Viladecavalls, Barcelona, under EXW Incoterms 2020.

4.4 The Buyer shall be responsible for collection, transport, insurance, import, permits, fees, duties and any other costs associated with moving the Equipment.

4.5 At the Buyer’s request and always at its expense, Circutor may assist in arranging transport, without assuming direct liability for any loss or damage occurring during transport, unless such loss or damage is directly attributable to Circutor.

4.6 In the event of loss or damage during transport, Circutor’s responsibility shall be limited to assisting the Buyer in pursuing the relevant claims under the insurance policy taken out, without assuming direct liability for such loss or damage where it is not attributable to Circutor.

4.7 If the Buyer fails to provide shipping instructions, does not meet the agreed delivery date or requests a postponement beyond that provided for in the Commercial Quotation or accepted by Circutor, Circutor may take any storage measures it considers appropriate and charge the resulting costs to the Buyer.

4.8 From the time the Equipment is made available, the Buyer shall bear the risk of loss or damage and shall be required to pay the price in full as though delivery had taken place.

5. Provision of Services

5.1 In addition to supplying Equipment, Circutor may provide certain associated services, such as installation, commissioning, preventive and/or corrective maintenance, training of the Buyer’s personnel, technical assistance, diagnosis, repair, remote support and any other service expressly agreed by the parties.

5.2 Such services may be provided directly by Circutor or through authorised partners, service partners or collaborators.

5.3 Unless expressly stated otherwise in the Commercial Quotation, such services shall not be included in the price of the Equipment and shall be performed only after a request from the Buyer, the issue of the corresponding quotation by Circutor and the Buyer’s express acceptance thereof.

5.4 The Buyer shall pay for the services in accordance with the rates in force or the accepted Commercial Quotation, together with the costs associated with travel, accommodation, subsistence, materials, tools, waiting time, rescheduling and any other reasonable expense required for their proper performance.

5.5 Unless otherwise indicated, one working service day shall comprise a maximum of eight (8) working hours. Additional hours and interventions on Saturdays, Sundays, public holidays or outside normal working hours may be invoiced with the corresponding surcharge.

5.6 If the duration of the service exceeds the period initially envisaged for reasons not attributable to Circutor, the Buyer shall pay the amount corresponding to the extension of the service and the resulting additional costs.

5.7 Circutor may offer the Buyer specialised training in the commissioning, use and maintenance of the Equipment. Such training shall be available to the Buyer under the terms agreed by the parties, and its costs shall be borne in full by the Buyer unless expressly agreed otherwise.

5.8 The Buyer shall be responsible for obtaining the necessary permits, licences, authorisations and documentation and for providing Circutor with all information, diagrams, access, safety conditions and infrastructure required to perform the services.

5.9 Circutor may suspend or reschedule the service where the Site does not meet the necessary technical, documentary, safety, access or readiness conditions, without incurring any liability and with the right to charge the resulting costs to the Buyer.

5.10 Circutor shall not be responsible for unloading the Equipment at the installation Site or for providing or connecting the Equipment to the infrastructure required for its operation, unless expressly agreed otherwise.

5.11 The Buyer shall ensure that Circutor’s employees, partners and subcontractors have safe and adequate access to the Site and shall be responsible for the safekeeping of all Equipment, materials and property left by Circutor at the Site during installation or provision of the service.

5.12 Circutor reserves the right not to provide the services or not to allow access by its personnel or subcontractors if it has not received complete information and details of the applicable prevention and protection measures sufficiently in advance.

6. Installation, commissioning and maintenance

6.1 The Buyer shall be responsible for ensuring that the Equipment is installed in accordance with the Instruction Manual, data sheet, technical documentation, applicable regulations and any other instructions provided by Circutor.

6.2 The Equipment shall be commissioned directly by Circutor, by an authorised partner or in accordance with the commissioning procedure detailed by Circutor in the applicable technical documentation.

6.3 Where the Buyer carries out commissioning using its own resources, it shall complete the process and the corresponding official checklist and submit it to Circutor for validation where required by the technical documentation or the Specific Warranty Document.

6.4 In the case of DC Equipment, the Buyer may only carry out commissioning or certain maintenance services using its own resources if it has received the training or certification required by Circutor and complies with the applicable procedures and checklists.

6.5 The Buyer shall perform, as a minimum, the preventive maintenance services required by Circutor or provided for in the Specific Warranty Document and shall retain sufficient evidence of their performance.

6.6 Failure to comply with the installation, commissioning, maintenance, training, certification, checklist or validation requirements may result in exclusion from or loss of warranty coverage, under the terms set out in the Specific Warranty Document.

7. Intellectual and industrial property, software and firmware

7.1 All industrial and intellectual property rights relating to the Equipment, products, software, firmware, platforms, technical documentation, manuals, electrical diagrams, designs, developments, improvements, adaptations, trade marks, trade names, patents, utility models and any other protected assets are and shall at all times remain the exclusive property of Circutor, its group companies or its licensors.

7.2 The sale of the Equipment does not entail any assignment, transfer or licence of such rights, other than the right of use strictly necessary for the ordinary use of the Equipment purchased in accordance with its intended purpose, technical documentation and contractual terms.

7.3 Software and firmware incorporated into or associated with the Equipment are licensed, not sold. The Buyer receives only a limited, non-exclusive, non-transferable and non-sublicensable licence tied to use of the relevant Equipment.

7.4 The Buyer may not copy, reproduce, modify, adapt, disassemble, decompile, reverse engineer, disclose, exploit, assign, sublicense or make any unauthorised use of the software, firmware, technical documentation or any other protected elements.

7.5 The Buyer may not use Circutor’s trade marks, logos, trade names or distinctive signs in any manner other than as applied by Circutor to the products supplied, without prior written authorisation.

7.6 If Circutor makes specific modifications, adaptations or configurations at the Buyer’s request or in accordance with specifications provided by the Buyer, the Buyer shall assume liability for third-party claims arising from such instructions or specifications and shall indemnify and hold Circutor harmless against any resulting damage, loss, cost or claim.

8. Connectivity, digital platforms and technical data

8.1 The Equipment may include connectivity, remote communication, digital platform access, monitoring, remote diagnosis, updates, technical data exchange or other associated functionalities.

8.2 The network required for the Buyer’s connectivity shall be provided by the Buyer itself or by the relevant network operator. Circutor shall not be responsible for the quality, availability, coverage, continuity, latency, functionality, configuration or updating of mobile networks, wired networks, telecommunications operators, cloud services, third-party platforms or infrastructure not belonging to Circutor.

8.3 The Buyer authorises Circutor to access technical data from the Equipment in order to monitor its operation, diagnose incidents, provide support, improve the product or service and verify compliance with the applicable technical requirements.

8.4 Wherever possible, such data shall be processed in aggregated, technical or anonymised form, without allowing the direct or indirect identification of the Buyer or end users. Where the processing involves personal data, Circutor shall inform the Buyer in accordance with the applicable data protection legislation.

8.5 Circutor may analyse the Equipment’s technical information for the purposes of product improvement, quality, safety, maintenance, support and service development, without processing personal data unless there is an appropriate legal basis or consent where required.

8.6 The Buyer shall be responsible for providing the network conditions, permissions, credentials, configurations, access and infrastructure required for proper connectivity of the Equipment. Lack of connectivity or deficient connectivity for reasons not attributable to Circutor shall not constitute a defect in the Equipment or a breach by Circutor.

9. Safety, cybersecurity and proper use

9.1 Circutor designs and manufactures the Equipment in accordance with the applicable standards so that it is safe, provided that it is installed, used, connected, maintained and updated in accordance with the operating instructions, technical documentation and recommendations provided by Circutor.

9.2 The Buyer declares that it is aware of, and undertakes to comply with, the applicable local legislation and regulations concerning safety, health, electricity, installation, maintenance, operation, connectivity, cybersecurity and use of the Equipment.

9.3 From delivery or the time the Equipment is made available, the Buyer shall assume responsibility arising from its use, installation, maintenance and operation and from compliance with the applicable regulations.

9.4 The Buyer shall ensure that any person who installs, operates, maintains, configures or handles the Equipment has received appropriate training and has the relevant technical and safety documentation.

9.5 The Buyer shall be responsible for protecting credentials, access, networks, configurations and systems associated with the Equipment, and for applying any updates, instructions or security measures communicated by Circutor where necessary to preserve the safety, integrity or correct operation of the Equipment.

9.6 Circutor shall not be liable for any damage, incidents, vulnerabilities, unauthorised access, interruptions or failures arising from insecure configurations, failure to update, unauthorised handling, misuse, connection to insecure networks or failure by the Buyer or third parties under its responsibility to comply with Circutor’s instructions.

10. Special warranty for electric vehicle charging Equipment

10.1 This warranty applies to AC and DC chargers.

10.2 Definition of Defective Product

10.2.1 For the purposes of this document, a “Defective Product” means any Equipment or part thereof supplied by Circutor under the General Terms and Conditions of Sale that has a manufacturing defect resulting in operation that does not comply with the Equipment specifications set out in the Instruction Manual and Product Data Sheet, and which Circutor confirms exhibits a malfunction covered by Circutor’s warranty.

10.2.2 Under no circumstances shall the need to update the Equipment after delivery due to new market requirements arising after the delivery date cause the Product to be considered defective. Any update and/or upgrade of Equipment, once available, if any, shall be subject to a new order placed by the Buyer with Circutor, and the parties shall agree the terms and conditions of that order.

10.3 Conditions for warranty coverage

10.3.1 Circutor warrants that, at the time of delivery, the Equipment shall perform the technical functions described in the Instruction Manual.

10.3.2 For the warranty to apply, the Buyer undertakes to ensure that the following conditions are met:

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  that the Equipment has been purchased under Circutor’s General Terms and Conditions of Sale;
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  that the Equipment is installed in accordance with the Equipment Instruction Manual;
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  that the Equipment is commissioned directly by Circutor, by a partner certified or authorised by Circutor, or in accordance with the commissioning procedure detailed in the Equipment Instruction Manual or the applicable technical documentation.

10.3.3 Circutor shall not be liable if the defect claimed under the warranty has been caused by one or more of the following:

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  malfunctions and/or failures resulting from incorrect installation or commissioning by the Buyer or third parties;
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  defect caused by negligence, incorrect handling or misuse of the Equipment by the Buyer or third parties;
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  failure to carry out the necessary maintenance of the Equipment;
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  use of the Equipment for a purpose for which it was not suitable;
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  connection of the Equipment to other incompatible products, hardware or software;
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  wear and tear arising from use or damage caused by force majeure, including, without limitation, storms, earthquakes, tornadoes or fires;
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  damage caused by vandalism or vehicle impact;
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  any defect that was not present at the time of delivery.

10.4 Warranty period

10.4.1 The Equipment shall be covered by a warranty for twenty-four (24) months from the commissioning date or thirty (30) months from the date the Equipment is shipped, whichever occurs first.

10.4.2 Notwithstanding the foregoing, the Buyer may request an extension of the warranty for one (1) or three (3) additional years beyond the warranty period granted, provided that the extension is requested when the Purchase Order (PO) for the Equipment is placed or during commissioning of the Equipment and is accepted by Circutor.

10.5 Warranty inclusions and exclusions

10.5.1 Once Circutor receives notice through the established channel that a product requires intervention under warranty, the warranty shall be limited, at Circutor’s discretion, to repair or replacement of the Equipment or defective part.

10.5.2 Such repair shall include only the part or component determined by Circutor to be defective.

10.5.3 Any other associated cost, including, without limitation, transport of the Equipment or defective part, technicians’ travel, labour, installation, assembly, dismantling, auxiliary equipment, cranes, subsistence expenses or any other indirect cost, is expressly excluded.

10.5.4 Spare parts shall be covered by a six (6)-month warranty from the date on which Circutor makes them available to the Buyer.

10.6 Specific AC/DC prerequisites

10.6.1 For this warranty to apply to the Equipment, the Buyer must meet the following prerequisites:

10.6.1.1 AC Chargers

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  The Buyer may carry out commissioning using its own resources by completing the process and the Official Checklist. That Checklist must be submitted to Circutor for validation where required.

10.6.1.2 DC Chargers

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  The Buyer may carry out commissioning using its own resources by completing the process and the Official Checklist. That Checklist must be submitted to Circutor for validation where required.
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  The Buyer must complete the corresponding process and Checklist and submit it to Circutor for validation.
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  The Buyer must carry out at least one (1) preventive maintenance service per year. To do so, it must have successfully completed the required training and must complete the inspection process and checklist and submit it to Circutor for validation.
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  If the Buyer does not hold the certification authorising it to perform these services, they may be requested from Circutor or from a Service Partner authorised by Circutor.
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  Circutor’s performance of its warranty obligations shall be conditional upon the Buyer having paid, and continuing to pay, for the supplies made by Circutor to the Buyer.

10.7 Procedure for obtaining warranty service

10.7.1 Subject to the Buyer’s compliance with the preceding sections, Circutor warrants its Equipment against any manufacturing defect existing at the time of delivery.

10.7.2 The warranty shall be subject and restricted to the following activation procedure:

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  in the event of a visible defect in the Equipment, the Buyer must notify Circutor that it is invoking the warranty within two (2) days from the delivery date;
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  in the event of a latent defect, the Buyer must notify Circutor in writing within eight (8) days after discovering the defect, and in all cases within the established warranty period.

10.7.3 Once the stated warranty period has expired without the Buyer having given the corresponding notice of defects, this warranty shall be void in respect of visible or latent defects, as applicable, unless mandatory applicable law provides otherwise.

10.7.4 Circutor shall verify that the Equipment or parts are within the warranty period, and a technician shall assess their condition.

10.7.5 Circutor may require the Buyer to make the defective Equipment or defective part available to Circutor in the same condition in which it was delivered before proceeding with its repair or replacement.

10.7.6 With regard to Equipment parts or components not manufactured by Circutor, Circutor’s responsibility shall be limited to passing on to the Buyer the benefit of any warranty provided to Circutor by the manufacturer of that component or part, to the extent legally permitted.

10.8 Reporting incidents

10.8.1 To report any incident relating to the product warranty, the Buyer must contact Circutor’s customer service department or use the channel specified by Circutor from time to time.

10.8.2 Unless otherwise notified by Circutor, the indicative support hours shall be Monday to Thursday from 8:00 to 18:00 and Friday from 8:00 to 14:00.

10.9 Maximum liability

10.9.1 This warranty shall be limited to the total value of the Equipment purchased by the Buyer. Any warranty claim or request must remain within this maximum liability limit.

10.9.2 The Buyer agrees that the warranties and conditions set out in this Specific Warranty Document shall be the only warranties and conditions applicable to any supply of the charging Equipment. To the extent permitted by law, all other statutory warranties, whether express or implied, are expressly excluded, including, without limitation, warranties of merchantability, fitness for a purpose other than that stated in the Commercial Quotation, or any other warranty arising by law, usage or custom.

10.9.3 The Buyer acknowledges that it purchases the Equipment solely on the basis of the commitments expressly assumed by Circutor in the General Terms and Conditions of Sale, Annex I and this Specific Warranty Document. By placing an order, the Buyer agrees to waive any other warranty or remedy not expressly set out in those documents, to the fullest extent permitted by applicable law.

11. Indemnification

11.1 The Buyer undertakes to indemnify, defend and hold harmless Circutor, its affiliated companies, directors, officers, employees, collaborators, partners, successors and assigns against any claim, loss, damage, penalty, cost or expense, including reasonable legal fees, arising from:

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  use, handling, transport, storage, installation, maintenance, modification, resale or operation of the Equipment by the Buyer or third parties under its responsibility;
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  failure to comply with the instructions, manuals, applicable regulations or technical documentation;
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  failure to comply with installation, commissioning, maintenance, safety or cybersecurity obligations;
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  connection of the Equipment to incompatible or unauthorised products, networks, hardware, software or platforms;
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  specifications, instructions, modifications or configurations requested by the Buyer;
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  any infringement of intellectual or industrial property rights, or any breach of data protection, export-control or other applicable regulations attributable to the Buyer.

11.2 This obligation shall not apply to the extent that the claim arises directly from Circutor’s wilful misconduct or gross negligence.

12. Responsible practices

12.1 The Buyer acknowledges that it has received, or has access to, the technical, installation, safety, use and maintenance documentation and information relating to the Equipment.

12.2 The Buyer shall familiarise itself with such information, adopt safe practices for unloading, storage, transport, installation, use, maintenance, handling and disposal of the Equipment, train its employees, contractors, agents and customers in the necessary precautions, and comply with environmental, electrical, safety, health and any other applicable legislation and regulations.

12.3 The Buyer shall indemnify and hold Circutor harmless against any claim, liability, loss, cost, damage or expense arising from failure to comply with the obligations set out in this clause.

13. Data protection

13.1 Where, as a result of providing services, support, connectivity, maintenance, diagnosis, remote access or digital platforms, Circutor processes personal data, the parties shall comply with the applicable data protection legislation, including Regulation (EU) 2016/679 and Spanish Organic Law 3/2018 where applicable.

13.2 If Circutor acts as a processor on behalf of the Buyer, the parties shall enter into the corresponding data processing agreement where legally required.

13.3 The Buyer shall be responsible for informing end users, employees, installers, operators or affected third parties of any data processing that may arise from the use of the Equipment, platforms or services, where such obligation falls upon the Buyer under the applicable legislation.

14. Survival

14.1 Termination, expiry, cancellation or rescission of the contractual relationship shall not affect any rights, remedies, obligations or liabilities that arose beforehand or which by their nature are intended to survive.

14.2 In particular, obligations relating to payment, confidentiality, intellectual and industrial property, software and firmware, limitation of liability, warranty, indemnification, data protection, safety, regulatory compliance and dispute resolution shall survive.