GENERAL TERMS AND CONDITIONS OF SALE AND SUPPLY TO PROFESSIONAL CUSTOMERS OF TRES COMERCIAL, S.L.

1. Identification and scope of application

1.1. These general terms and conditions govern quotations, orders, sales and supplies made by TRES COMERCIAL, S.L., with Spanish tax identification number (NIF) B58907015 and registered address at C/ Penedès, 16-26, Zona Industrial Sector A, 08759 Vallirana (Barcelona) (hereinafter, “TRES”), to purchasers acting as businesses or professionals in the course of their activities (hereinafter, the “Customer”).

1.2. These terms and conditions apply both to orders placed through the TRES professional portal and to those submitted by email, electronic data interchange, telephone, sales representative or any other channel accepted by TRES.

1.3. These are not terms and conditions for sales to consumers. Should a transaction exceptionally be entered into directly with a consumer, mandatory consumer protection legislation shall take precedence.

1.4. Any special terms agreed in writing, the accepted quotation and the order confirmation shall prevail over these terms and conditions in the event of a conflict. The Customer’s general terms and conditions shall apply only if TRES expressly accepts them in writing.

1.5. By placing an order, the Customer acknowledges having had access to these terms and conditions and accepts them. TRES may retain electronic evidence of the version accepted and the date of acceptance.

2. Registration and use of the professional portal

2.1. Access to purchasing functions requires TRES to have registered the Customer and authorised an account. The Customer warrants that the information provided is accurate, complete and up to date.

2.2. Login credentials are personal and confidential. The Customer shall be responsible for orders placed through its authorised accounts unless it has notified TRES, without undue delay, of their loss, unauthorised use or a security breach affecting them.

2.3. The Customer shall keep its users, purchasing permissions, authorised addresses and contact details up to date. New delivery addresses shall be subject to prior validation by TRES.

2.4. TRES may temporarily suspend access for security, maintenance, non-compliance or fraud-risk reasons, while seeking to minimise the impact.

3. Product information

3.1. Descriptions, data sheets, images, measurements, finishes and other commercial information identify the essential characteristics of the product. Images and colour reproduction may vary owing to lighting, screens, materials or manufacturing processes.

3.2. TRES may introduce technical, construction or presentation changes that do not substantially reduce the functionality, safety or quality of the product. If a change affects an essential characteristic expressly agreed upon, TRES shall inform the Customer before supply.

3.3. Before installing or reselling the product, the Customer is responsible for checking its product code, finish, compatibility, dimensions, installation requirements and suitability for the intended use or project. Advice from TRES does not replace professional verification of the project or installation.

4. Quotations, orders and formation of the contract

4.1. Unless expressly stated otherwise, TRES price lists, estimates, availability information and quotations do not constitute a binding offer and may be amended or withdrawn before acceptance of the order.

4.2. An order placed by the Customer constitutes an offer to purchase. The contract shall be deemed concluded when TRES issues an express order confirmation or, if no such confirmation has been issued, when it dispatches the goods.

4.3. An automatic acknowledgement of receipt only confirms that the order has reached the system and does not imply acceptance. TRES may reject an order or request its correction owing to unavailability, an obvious error, a credit limit, overdue debt, legal restrictions or incomplete information.

4.4. The Customer shall review the confirmation and immediately report any discrepancy. Subsequent amendments or cancellations shall require TRES’s written acceptance and shall not be possible for goods that have been dispatched, manufactured, customised or acquired specifically for the Customer.

4.5. TRES may make reasonable partial deliveries and issue corresponding partial invoices unless a single delivery has been expressly agreed.

5. Prices, taxes and charges

5.1. The applicable prices shall be those stated in the order confirmation or in the special terms in force. Unless expressly stated otherwise, prices are in euros and exclude VAT and any other taxes, duties, freight, insurance, installation, commissioning or ancillary work.

5.2. Any retail prices appearing in price lists or communications are recommended prices and do not bind the Customer’s resale price.

5.3. Applicable freight charges and surcharges shall be stated in the confirmation, delivery note or invoice in accordance with the Customer’s commercial terms and the destination, method, urgency, weight, volume or nature of the shipment.

5.4. If TRES detects an obvious pricing or configuration error before accepting the order, it shall inform the Customer so that the Customer may confirm the corrected order or cancel it. For orders performed over an extended period, prices shall be revised only where this has been expressly agreed.

6. Invoicing, payment and late payment

6.1. The Customer shall pay using the method, currency and due date specified in the invoice or its special terms. Only bank details communicated by TRES through verified corporate documents or channels shall be valid. Any change of bank account must be confirmed through an independent channel before a payment instruction is given.

6.2. Payment shall not be deemed made until the funds are actually available to TRES. Bank charges, returned-payment charges and costs arising from the payment method shall be borne by the Customer where legally applicable.

6.3. Failure to pay by the due date shall automatically, without any demand being required, give rise to late-payment interest at the rate provided for in Spanish Law 3/2004 or any higher rate validly agreed, together with minimum compensation of 40 euros and substantiated recovery costs exceeding that amount.

6.4. Unless otherwise required by a mandatory rule or an instruction accepted by TRES, payments shall be applied first to costs and interest and then to the oldest overdue invoices.

6.5. In the event of non-payment, the credit limit being exceeded, reasonable grounds to consider creditworthiness to have deteriorated or a lack of security, TRES may suspend orders and deliveries, withdraw trade credit, require advance payment or sufficient security, and declare legally enforceable amounts immediately due. The exercise of these rights shall not constitute a breach by TRES.

7. Availability and delivery times

7.1. Stock information is indicative and may change until the order is accepted and actually prepared. Delivery times are estimates unless TRES expressly confirms them as binding.

7.2. The delivery period shall begin when TRES has all required information, approvals, documentation and payments or security. It shall be deemed met when the goods are delivered, made available or dispatched within that period in accordance with the agreed delivery term.

7.3. A delay affecting part of the order shall not entitle the Customer to cancel the remainder. If an expressly binding deadline is missed for a reason attributable to TRES, the Customer shall grant a reasonable additional period in writing before terminating only the affected part, unless waiting would objectively serve no purpose and this was communicated when the contract was entered into.

7.4. Where reasonably possible, TRES shall notify the Customer of significant supply issues and may propose a partial delivery, a new date, an alternative product or cancellation of the unavailable part.

8. Force majeure and circumstances beyond TRES’s control

8.1. TRES shall not be liable for delays or failures to perform caused by events beyond its reasonable control, including natural disasters, fires, floods, epidemics, war, terrorism, civil unrest, sanctions, acts of public authorities, strikes, power or communications outages, cyber incidents, extraordinary shortages of raw materials, logistics disruptions or unforeseeable failures by essential suppliers.

8.2. The affected obligations shall be suspended for the duration of the event and the relevant periods shall be reasonably extended. TRES shall notify the Customer and take proportionate measures to reduce the effects. If the inability to perform continues for a substantial period, either party may terminate the outstanding part without compensation, without prejudice to payment for goods already supplied.

9. Delivery, transport and transfer of risk

9.1. Delivery shall be made to the authorised address and in accordance with the delivery term stated in the order confirmation. If no term is stated, risk shall pass when the goods are delivered to the Customer or to a third party designated by the Customer, without prejudice to retention of title.

9.2. If the Customer engages or designates the carrier, risk shall pass upon delivery of the goods to that carrier. Any agreed Incoterms shall be interpreted in accordance with the current version specified in the confirmation.

9.3. The Customer shall provide suitable access, equipment and personnel for unloading. Failed deliveries, reshipments, waiting time, storage or returns attributable to the Customer may be charged.

9.4. If the Customer delays receipt, TRES may store the goods at the Customer’s expense and risk, charge reasonable costs and, following a notice and an additional period, terminate the affected part or dispose of the goods where legally permissible.

10. Delivery inspection and logistics claims

10.1. Upon receiving the shipment, the Customer shall check the number of packages and the external condition of the packaging. Any visible shortage or damage must be specifically recorded on the carrier’s receipt and reported to TRES in writing as soon as possible, together with the delivery note, photographs and details of the product codes concerned.

10.2. If the damage is not externally visible, the Customer shall report it in writing within the applicable statutory period and, in commercial transactions, no later than four days after receipt, retaining the goods and packaging for inspection.

10.3. Errors in product code, finish or quantity must be reported in writing within seven calendar days after delivery. These periods do not affect latent defects or mandatory rights.

10.4. Failure to record reservations or late notification may prevent a claim against the carrier and shall result in the delivery being deemed compliant in respect of defects that a diligent inspection would have revealed.

11. Retention of title

11.1. TRES shall retain ownership of the goods until all amounts relating to the supply, including interest and costs, have been paid in full, even if risk has passed to the Customer.

11.2. Until payment, the Customer shall take due care of the goods, keep them identifiable and insured where reasonable, and shall not pledge them or offer them as security. The Customer may resell them in the ordinary course of business unless TRES has notified a suspension owing to non-payment.

11.3. In the event of non-payment, and within legal limits, TRES may require the return of unpaid goods; recovery of the goods shall not in itself imply a waiver of the right to payment or termination of the entire contract.

12. Cancellations, exchanges and commercial returns

12.1. As these are sales between professionals, there is no general statutory right to withdraw within 14 days. Any cancellation, exchange or return for commercial convenience shall require TRES’s prior written authorisation.

12.2. The request must identify the order, invoice, product code, quantity and reason. TRES may reject goods that are installed, used, incomplete, damaged, without their original packaging suitable for resale, customised, made to order, discontinued or returned outside the authorised period.

12.3. The authorisation shall specify the return number, destination, deadline and conditions. Goods sent freight collect or without authorisation shall not be accepted. Transport authorisation does not imply final acceptance of a credit, which shall remain subject to receipt and inspection.

12.4. Unless the return is due to an error attributable to TRES, the Customer shall bear the transport, insurance and risk, as well as the inspection, reconditioning, handling and depreciation charges communicated in the authorisation or in the commercial policy in force. The depreciation adjustment shall be -30% for goods from the current year or -60% for goods more than two years old.

12.5. Returns owing to a suspected defect shall be handled under the claims and warranty procedure, not as commercial returns.

13. Conformity, defects and commercial warranty

13.1. TRES warrants all products marketed under the TRES brand against possible structural, material or manufacturing defects for 3 years from the invoice date. In addition, TRES provides a further 2-year commercial warranty (a total warranty of 5 years) for taps with a chrome finish and special PBT finishes (KMB, CA, GR, VO, ACT). The coatings of other special finishes are not covered by these 2 additional years.

Exceptions:

• Electronic taps other than the Shower Technology product

• Shower columns and timed-flow cartridges.

• Complementary items and accessories (hoses, hand showers, shower heads, brackets, shut-off valves, etc.)

• Consumables (filters, seals, aerators, etc.)

13.2. The Customer shall report apparent defects in accordance with clause 10 and latent defects in writing, in detail, as soon as they are detected. The Customer shall provide the invoice or delivery note, product code, installation date, description, photographs, videos and any other information reasonably necessary for traceability and diagnosis.

13.3. The Customer shall allow inspection of the product and follow TRES’s instructions regarding diagnosis, shipment, a technical visit or recovery. The Customer may not return, dismantle, repair or replace the product, or commission work from third parties at TRES’s expense, without prior written authorisation, except for strictly necessary, duly substantiated emergency action to prevent greater damage.

13.4. When a defect attributable to TRES is confirmed under the applicable regime, TRES shall decide, taking account of proportionality and technical feasibility, whether to repair, replace the product or component, apply a price reduction or issue a credit for the unit. Unless expressly accepted, dismantling, installation, building work, finishing work, access arrangements and third-party interventions are not included.

13.5. The manufacturer’s commercial warranty, its periods, covered products and exclusions shall be those published by TRES and applicable to the relevant product and purchase date. Under no circumstances shall it reduce any mandatory rights that the end consumer may have against their seller.

13.6. The following are excluded from the commercial warranty unless an original defect is substantiated: normal wear and consumables; accidental breakage; transport damage occurring after delivery; improper installation, handling, repair or use; failure to follow instructions; pressures, temperatures or water quality outside specifications; frost, limescale, dirt or lack of maintenance; water hammer; chemical, electrochemical or electrical influences; and cleaning with abrasive, acidic, alkaline, chlorinated or non-recommended products.

13.7. A repair or replacement shall not restart the original warranty period, without prejudice to any suspensions, extensions or warranties on the work required by mandatory provisions of the applicable law.

13.8. If the assessment concludes that there is no covered defect, TRES may charge reasonable diagnostic, travel, handling and transport costs, provided that the Customer has been informed in advance where possible.

14. Liability

14.1. Each party shall be liable for the direct damage it causes through a contractual breach attributable to it. To the fullest extent permitted by law, TRES shall not be liable for indirect damage, loss of production, loss of business, loss of contracts, loss of profit or damage arising from incorrect selection, storage, resale or installation by the Customer or third parties.

14.2. Except in cases of wilful misconduct, gross negligence, personal injury, liability for defective products or any other non-excludable liability, TRES’s total liability in connection with a supply shall not exceed the net amount invoiced for the goods that caused the damage.

14.3. The Customer shall take reasonable measures to prevent and mitigate damage, discontinue use where a risk exists and allow TRES to examine the cause before altering the installation, provided it is safe to do so.

14.4. Nothing in these terms and conditions shall exclude or limit any liability that cannot validly be excluded or limited.

15. Intellectual property, documentation and trademarks

15.1. Catalogues, photographs, drawings, data sheets, configurators, portal content, trademarks and other documentation are owned by TRES or its licensors. Their provision does not transfer intellectual or industrial property rights.

15.2. The Customer may use expressly authorised materials to promote and resell genuine TRES products, respecting the brand identity, the integrity of the content and the instructions in force. The Customer may not alter product codes, performance specifications, certificates or trademarks, or create the appearance of an affiliation other than the actual commercial relationship.

15.3. Confidential technical documentation and non-public information may be used only to perform the commercial relationship and may not be disclosed to third parties unless there is a legitimate need and an equivalent confidentiality obligation.

16. Data protection, cookies and portal support

16.1. Personal data shall be processed in accordance with the current privacy policy published at www.tresgriferia.com. The use of cookies and analytics or session-recording technologies shall be governed by the cookies policy and the preferences validly expressed by the user.

16.2. To resolve portal issues, authorised personnel may access strictly necessary technical and order data, applying access, confidentiality, security and retention controls. Where support requires a specific action on the account or session, TRES shall inform the user and obtain any necessary authorisation.

16.3. These terms and conditions of sale do not replace or incorporate by reference any blanket consent for processing that must rely on another legal basis.

17. Regulatory compliance and export

17.1. The parties shall comply with applicable competition, anti-corruption, anti-money-laundering, sanctions and export-control legislation.

17.2. If the Customer exports or resells products outside the territory for which they were supplied, the Customer shall be responsible for checking local import, installation, certification, labelling and marketing requirements, unless TRES has undertaken otherwise in writing.

17.3. The Customer shall not sell, export or re-export products in breach of applicable sanctions, embargoes or restrictions and shall provide information on destination and end user where reasonable and legally required. TRES may suspend or cancel the transaction if there is a reasonable risk of non-compliance.

18. Communications

18.1. Operational communications shall be sent to the corporate contact details registered by each party. The Customer shall immediately report any change.

18.2. Product claims shall be submitted using the Technical Assistance Service form available at www.tresgriferia.com in accordance with the procedure in force.

18.3. Communications relating to cancellation, return, non-payment, termination or contractual amendment must be made in writing in a manner that allows evidence of dispatch and receipt.

19. Amendment of these terms and conditions

19.1. TRES may update these terms and conditions for future transactions owing to legal, technical or operational changes. The applicable version shall be the one accepted by or made available to the Customer before the relevant order.

19.2. Amendments shall not apply retroactively to contracts already concluded unless agreed by the parties or required by law. TRES shall keep the current version and its effective date accessible.

20. Governing law, jurisdiction and final provisions

20.1. The relationship between TRES and the Customer shall be governed by Spanish law, excluding its conflict-of-law rules and, where legally permissible, the United Nations Convention on Contracts for the International Sale of Goods.

20.2. For any dispute, the parties submit to the courts of Barcelona unless a mandatory rule provides for another jurisdiction or the special terms expressly provide otherwise.

20.3. Before commencing legal proceedings, the parties shall seek to resolve the dispute through good-faith negotiations between representatives with decision-making authority, without this suspending any limitation or forfeiture periods.

20.4. If any clause is null or unenforceable, it shall be limited or replaced to the extent necessary and the remainder shall remain valid. Failure to exercise a right shall not constitute a waiver. The Customer may not assign the contract without TRES’s written consent; TRES may assign it within its group or as part of a reorganisation, ensuring continuity of the obligations.

20.5. These terms and conditions, together with the special terms, the accepted quotation and the order confirmation, constitute the agreement applicable to the supply and supersede previous communications concerning the same subject matter.