GENERAL CONTRACTING CONDITIONS FOR THE ORGANIZATION OF GOODS TRANSPORT OF THE COMPANY: «CONSIGNACIONES Y OPERACIONES MARÍTIMAS S.A.»

C.I.F. A-36867430

1.- SCOPE OF APPLICATION.-

These General Conditions shall apply to all services requested from Consignaciones y Operaciones Marítimas S.A., provided in its capacity as a shipping agent, freight forwarder, or transport broker. These conditions are fully accepted by the client at the time of ordering the service, taking into account the quality of the service.

The customer also agrees that these general terms and conditions apply to any order transmitted verbally, by telex/fax, email, or any other means, even if no specific reference is made to these general terms and conditions.

The economic limitations of legal liability defined in the clauses of these general contracting conditions will apply to all claims (extrajudicial and/or judicial - civil, criminal, administrative or of any other kind) that may be brought against Consignaciones y Operaciones Marítimas S.A. The client also undertakes to inform third parties who may have contracted with him the services that the client subcontracts with Consignaciones y Operaciones Marítimas S.A. of the existence, validity, validity and acceptance of these conditions.

2.- ACCEPTANCE.-

The client expressly agrees to submit all services contracted with Consignaciones y Operaciones Maritima S.A. to these General Conditions.

3.- DEFINITION.-

Consignaciones y Operaciones Marítimas S.A. (hereinafter COMARSA) is a company that acts as a shipping agent, freight forwarder, or transport broker. As such, and pursuant to an express mandate received from a third party (client) and in accordance with the instructions received, it will assume the organization of the transportation of goods in accordance with the instructions received from its client. The transportation of goods will be organized by contracting third-party means of transport, and may use all types of means of transport and subagents, which may be contracted on behalf of and representing the client. COMARSA also offers other services, such as customs clearance, merchandise storage, and general logistics.

In return for these services, COMARSA will issue the corresponding invoice to its client.

Client/Sender/Loader/Shipper (hereinafter CLIENT).- Natural or legal person who contracts COMARSA's services for the organization of the transport of merchandise from one place to another, customs clearance of the same, storage, etc.

In return for the services received, the person is directly obligated to pay the invoice issued by COMARSA, independently of and without prejudice to any rights that COMARSA may hold against the beneficiaries of its services, which are not waived.

4.- GENERAL OBLIGATIONS OF THE CLIENT.-

4.1.- The client, and/or where applicable, its agents or representatives, guarantee to COMARSA the accuracy of the declaration of the goods with regard to their characteristics, description, brands, number, quantity, weight and volume. In any case, the client will indemnify COMARSA for all losses, damages, breakdowns, penalties and/or expenses that COMARSA may incur as a result of any inaccuracies made in the declaration regarding these matters. Additionally, COMARSA reserves the right to make, at the time of receiving the goods, any reservations it deems appropriate or necessary.

4.2.- The client, and/or where applicable, its agents or representatives, shall be liable for all losses, damages, breakdowns and expenses arising from inadequate, defective or improperly used packaging of the goods. The client shall also be liable for any damages, losses and breakdowns arising from handling equipment or means of transport, as well as for any expenses incurred due to defective or inadequate packaging. In this regard, COMARSA reserves the right to make any appropriate reservations regarding the packaging of the goods upon receipt of the goods.

4.3.- The client, and/or, where applicable, its agents or representative, shall be obliged to inform COMARSA in advance of the flammable, explosive, or hazardous nature of the goods being transported, stored, or handled, as well as of any exceptional precautions that may need to be taken. In the event of omission or insufficient information, the client shall be liable for any damages and expenses incurred in the goods and those incurred, directly or indirectly, by COMARSA due to their shipment, storage, or handling. In this case, COMARSA shall be authorized to unload, destroy, or neutralize the goods prior to unloading, without the client or the recipient of the goods having any right to compensation for this concept.

4.4.- The guarantees and obligations of the client included in the previous points are extended, in the case of shipments to the USA, to the requirements for prior information and documentation necessary for importation into that country that are required at any time by the same. The client is responsible for their accuracy and timeliness, and is responsible for any expenses, damages and losses that may arise from non-compliance. COMARSA shall not be liable for the consequences of not being able to inform US Customs of the nature of the shipment with the prescribed notice or for errors in the import documentation. In the event of omission or insufficient information, the client shall be liable for any damages caused by the goods. COMARSA shall have the right to reimburse the expenses incurred for this reason and shall be exempt from any liability if the goods have to be unloaded, destroyed or neutralized, as circumstances require, without giving rise to compensation to the sender and/or recipient.

5.- GENERAL OBLIGATIONS OF COMARSA.-

5.1.- COMARSA undertakes to organize, at its own discretion, the transportation, handling, carriage and storage of the goods entrusted to it, in the most appropriate manner and using due diligence, unless it receives express instructions from the client regarding how to organize any of the aforementioned services.

5.2.- For the purposes of organizing the services described in paragraph 5.1 above, and unless otherwise instructed by the client, COMARSA may select and contract third parties to act as freight forwarders, carriers, warehouse operators, customs agents, and others required for the transportation, storage, handling, and delivery of goods, all of whom will be considered independent agents of COMARSA. To the extent possible, COMARSA will contract the provision of such services with companies or businesses that are subject to current International Conventions. If this is not possible, it will contract with companies of recognized prestige and solvency.

The goods will be entrusted to such third parties subject to the terms and conditions, such as limitations of liability for loss, damage, expenses, or delay in delivery, set forth in the waybills, bills of lading, and receipts issued by such freight forwarders, carriers, warehouse operators, and others, or those contained in applicable national regulations or international conventions.

5.3.- The bills of lading or transport documents corresponding to the effective execution of all or part of the transport, storage or other activity necessary for the final execution of the shipment of the goods will be available during their entire validity.

6.- LIMITATION OF LIABILITY.-

6.1.- COMARSA shall be liable to the customer only for loss or damage to the goods resulting from negligence, default, or breach of its contractual obligations. COMARSA's liability arising from events or actions occurring during the execution of transport shall in no case exceed the liability assumed by the railway, maritime, airline, road transport companies, or any other intermediary involved in the course of transport, in accordance with current international standards and conventions. Specifically, it shall be governed by:

a) In the case of national land transport, by the provisions of Law 15/2009 on the Land Transport Contract for Goods (LCTTM), Law 16/1987, of July 30, on the Regulation of Land Transport (LOTT) and its implementing regulations (ROTT) in force at any given time and which are applicable.

b) In the case of international land transport, by the provisions of the Convention on the Contract for the International Carriage of Goods by Road (CMR), done in Geneva on 19 May 1956.

(c) In the case of maritime transport, both national and international, by the provisions of the International Convention for the Unification of Certain Rules Relating to Bills of Lading, of 25 August 1924, as amended by the Protocols of 1968 and 1979 ("Hague-Visby Rules").

d) In the case of national rail transport, by the provisions of the

Law 15/2009 on the Land Transport Contract for Goods (LCTTM), Law 39/2003, of November 17, on the Railway Sector, and its implementing regulations, and the provisions of the LOTT, which are applicable.

e) In the case of international rail transport, by the provisions of the International Convention concerning International Carriage by Rail, done at Geneva on 9 May 1980 and Appendix B to that Convention ("CIM-COTIF Convention"), in force at any given time.

f) In the case of air transport, both national and international, by the provisions of the Convention for the Unification of Certain Rules for International Carriage by Air, done in Montreal on May 28, 1999.

g) In the case of combined or multimodal transport, each phase, section or mode of transport will be governed by its own regulation or International Convention in accordance with the previous sections and when the phase of the journey in which the damage occurred cannot be determined in accordance with the provisions of the LCTTM.

COMARSA's liability for this matter shall be deemed to commence from the moment it receives the merchandise until its actual delivery to the customer, the recipient, or their authorized representative, or to the carrier transporting the merchandise to its final destination. COMARSA shall be liable only for material damage to the merchandise; such liability shall not extend, under any circumstances, to consequential or financial damages.

6.2.- COMARSA's direct or indirect liability for loss or partial damage to the goods shall be limited to the amounts resulting from applying the following amounts to each specific case:

a) In land transport within Spain, the limitation of liability set out in Article 3 of the Regulations of the Land Transport Regulation Act (LOTT) shall apply.

b) In the case of international land transport, the amount of 8.33 SDR(*) for each kilogram of gross weight of lost or damaged merchandise.

c) In the case of transport by sea, the amount of 666.67 SDR per package or unit of cargo or 2 SDR for each kilogram of gross weight of lost or damaged merchandise, whichever is higher.

d) In the case of air transport, the amount of 17 SDRs for each kilogram of gross weight of lost or damaged merchandise.

(*) SDR (Special Drawing Rights): SDR is understood to be the unit of account in the terms defined by the International Monetary Fund.

6.3.- In any case, COMARSA's cumulative liability for partial loss or damage to the goods will be limited to the total value of the goods declared by the customer.

6.4.- In the event that COMARSA is declared liable for damages caused by the failure to deliver the goods within the period specified in the transport documentation or for any indirect loss or damage other than loss or damage to the goods, it shall be limited to the damages caused by such delay, and in no case may its liability exceed the amount corresponding to the remuneration to be paid under the contract entered into with COMARSA.

6.5.- These limitations shall apply to all claims made against COMARSA, regardless of whether the claim is based on contractual or extra-contractual liability.

6.6.- When liability arises from facts or acts that occurred during the execution of the transport, if COMARSA were to be subrogated in it, in no case will it exceed the liability assumed by the railway, shipping, airline, road transport, warehouse companies or any other intermediary that intervenes in the course of the transport, in accordance with the regulations and international agreements in force.

6.7.- In any case, COMARSA reserves the right to take legal action against any third party directly responsible for the total or partial loss or damage of the goods.

6.8.- Any legal action against COMARSA and/or its employees, whether jointly or individually, for loss or damage to the goods, will be subject to the limitations established in the preceding paragraphs.

7.- EXONERATION FROM LIABILITY.-

7.1.- COMARSA shall be exonerated from any liability if the selection of third parties acting in their capacity as carriers, freight forwarders, warehouse operators, customs agents and others required for the transport, storage, handling and delivery of the goods has been made in accordance with the instructions received from the client. It shall also be exonerated from any liability when the transport instructions have been transmitted to subcontracted third parties in accordance with the transport order given by the client. In these cases, COMARSA may waive the exercise of its rights against said third parties, assigning them in favor of the client.

7.2.- COMARSA will not be responsible for the loss or damage to the merchandise, unless said loss or damage occurs while the merchandise is under the custody and control of COMARSA.

7.3.- COMARSA will not be responsible if the merchandise has been transported by the client or his representative.

7.4.- COMARSA will not be responsible for the consequences arising from loading and unloading operations that have not been carried out by it.

7.5.- COMARSA will not be responsible for any loss, damage or expenses arising in connection with the number, content, weight, brands or description of the merchandise.

7.6.- COMARSA shall not be liable for any loss or expense that the client may incur, such as loss of profits, loss of clients, fines, losses due to depreciation or penalty clauses, fluctuations in currency exchange, rates or taxes increased by the Authorities, which the client may incur in relation to the contracted transport.

7.7.- COMARSA will not be responsible for any loss or damage that the goods may suffer if any of the circumstances detailed below occur:

a) Fault or negligence of the client or his authorized representative.

b) Defective packaging, labeling, and stowage, or the absence thereof, provided that COMARSA was not responsible for the packaging, marking, and stowage of the goods. Likewise, COMARSA will not be responsible for the packaging of goods whose contents cannot be verified.

c) War, rebellion, revolution, insurrection, usurpation of power or confiscation, nationalization or requisition by or under the orders of a Government or a public or local Authority.

d) Strikes, lock-outs and other labor disputes that affect work.

e) Damage caused by nuclear energy.

f) Natural disasters.

g) Force majeure, in accordance with the provisions of article 1,105 of the Spanish Civil Code.

h) Theft.

i) Circumstances that COMARSA could not have avoided and whose consequences it could not foresee,

j) Decrease in volume or weight or any other loss or damage resulting from hidden defects, special nature or inherent defects of the merchandise.

k) Other causes of exemption established in the agreements or legal provisions in force.

8.- INSURANCE.-

8.1.- COMARSA will not insure against any loss or damage that may occur to the goods during handling, storage, or transportation unless specifically instructed to do so by the customer in writing. In this case, COMARSA will proceed to contract the appropriate insurance on behalf of the customer, acting as the Policyholder or Agent.

8.2.- In the event that insurance coverage has been subscribed at the request of the client, the general conditions for transport will be adjusted to those of the policy that covers transport and/or storage.

8.3.- COMARSA will not be responsible for any disputes or claims that may arise between the client/shipper and the contracted insurance company, as a result of the insurance of the merchandise.

9.- PRICE.-

9.1.- The price for transportation and other services contracted with COMARSA will be set according to the rates in effect at the time of contracting and within the limits established therein. If no rates are available at the time of contracting, the usual or market prices applicable to the location where the service is contracted will apply.

9.2.- Any additional expenses that may arise as a result of events or circumstances occurring after the contract date or, where applicable, the issue or dispatch date, shall be borne by the client, provided they are duly justified and are not due to the fault or negligence of COMARSA.

9.3.- Payment of the price, as well as any expenses, will be made in cash, except for special conditions previously agreed upon.

10.- CLAIMS.-

10.1.- At the time of delivery of the goods, the recipients must verify the condition of the goods, as well as that the quantity, number and weight of the packages correspond to the data recorded in the documentation relating to the transport, and must immediately inform COMARSA of any apparent defect or loss in any piece.

10.2.- In the event of any irregularity or loss not immediately noted by the recipient of the goods, the recipient must state their reservations in writing within 48 hours of delivery of the goods or in the terms and conditions indicated in the bills of lading, etc., or failing that, in the terms and conditions established in the International Conventions that regulate the mode of transport in question. Otherwise, the recipient will lose the right to make any claim against COMARSA.

10.3.- The statute of limitations, or where applicable, the expiration period for initiating any action against COMARSA shall be 1 year from the date of delivery of the goods to the recipient or, in the case of a total loss, from the date on which the goods should hypothetically have been delivered. However, the statute of limitations, or where applicable, the expiration period, for actions arising from the physical execution of the various transport operations shall occur within the time period indicated in the bills of lading, bills of lading, etc., or, where applicable, in the International Conventions that regulate the different means of transport. The statute of limitations shall then begin to run based on the provisions of such documents or Conventions.

10.4.- Under no circumstances may payment of invoices due to COMARSA, including costs and expenses, be withheld as a result of claims or demands arising from reservations made by the client for alleged loss or damage to the goods.

11.- RIGHT OF RETENTION.-

Regardless of any reason, COMARSA has the right, both in general and in particular, to retain the transported goods from customers who have not paid the amounts owed for the services they have entrusted to it. It may assert this right by any means it deems appropriate and admissible under the law. If the goods are lost or destroyed, COMARSA shall have the same rights mentioned above with respect to compensation paid by insurance companies, transport companies, or others.

12.- CURRENT LAW AND JURISDICTION.-

The services provided by COMARSA shall be governed by and construed in accordance with Spanish law. Any claims shall be subject to the jurisdiction of the Courts and Tribunals corresponding to the COMARSA office with which the client contracted the service.

13.- INDEPENDENCE.-

The terms of these general terms and conditions are independent of each other, and if any part of these terms and conditions is declared invalid or void, this will not affect the validity or enforceability of any of the other parts of the terms and conditions.