General Terms and Conditions of Sale

ACCEPTANCE OF GENERAL TERMS AND CONDITIONS

IDENTITY OF THE PARTIES

On the one hand novaut Smart Engineering S.L. with CIF B01587328 and address at C/ Albert Einstein 15, edificio BIC, 01510, Vitoria-Gasteiz, Álava represented by David Ibañez Ibañez with NIF 72.722.215-X as the company providing the marketplace service.

On the other hand, the person, who fills in the web site, the form enabled for registration, being responsible for the veracity of the personal data provided to the marketplace service provider, as a seller.

If the seller is a legal entity, it will be responsible at all times for the validity and effective authorization or power of attorney of the natural persons who enter into this contract and may not oppose the contracted services for lack of authorization or revocation of the power of attorney.

Acceptance of this document implies that the Seller:

• a.Has read, understands and comprehends what is set forth herein.
• b.That he/she is a person with sufficient capacity to contract.
• c.That he/she assumes all the obligations set forth herein.

VALIDITY OF THE GENERAL CONDITIONS

The present conditions will have an indefinite period of validity and will be applicable to all contracts made through the website https://www.novaut.com/, property of the provider.

novaut Smart Engineering S.L. reserves the right to validate and accept the registration of the seller as well as to unilaterally modify these conditions, without affecting the services prior to the modification.

By checking the "I accept" box at the bottom of the contracting form you confirm that you are of legal age, that you have sufficient capacity of representation in case of acting on behalf of a third party, and that all information for the purpose of registration that you submit to novaut Smart Engineering S.L. is true, accurate and complete, that you will update such information in order to keep it current and that you accept the terms and conditions of this contract.

COMMERCIAL AGREEMENT AND SERVICE CONTRACT

PURPOSE OF THE AGREEMENT

The present terms and conditions constitute the contractual document that will govern the Marketplace Service that novaut Smart Engineering S.L.. (hereinafter "the Company") makes available and provides to producers, manufacturers and marketers of products (hereinafter, each a "Seller" and their products, hereinafter the "Products"), which may act as an individual or legal entity, so that using the "Marketplace" platform, but at their own risk, they may make direct sales to customers of the internet portal exclusively owned by novaut Smart Engineering S.L., https://www.novaut.com (hereinafter the "Portal" or "Virtual Platform") and use the services described below, which are provided by the company providing the service to the Sellers (the "Marketplace Service").

DEFINITION OF THE SERVICE

MarketPlace: The MarketPlace is a virtual site that allows Sellers and Buyers to interact in order to carry out a commercial transaction.

In this platform, buyers and sellers remain in the technical and commercial environment of the MarketPlace until the transaction is finalized.

Therefore, this marketplace serves to facilitate the sale between the seller and the buyer, ensuring that the transaction will take place under the best conditions.

NATURE OF THE CONTRACTUAL RELATIONSHIP

Each of the Parties acknowledges and agrees that the use of the Marketplace Service by the Seller and the provision of the Marketplace Service by novaut Smart Engineering S.L. does not give rise to a contract of association between them, both parties are independent contractors, neither of them is an agent of the other for any purpose and neither of the parties has authority to bind the other and in no case can it be construed nor can it lead to establish relations of partnership, joint venture, employment contract, or any other of esa nature.

The relationship between the Seller and novaut Smart Engineering S.L. is not a partnership, joint venture, agency, or employment agreement and may not be construed in a manner that would lead to the application of any of these contractual figures.

The rights granted in this agreement are not exclusive

Each of the Parties has its own qualified personnel to fulfill its obligations here established.

By virtue thereof, the Parties mutually release each other from any damage or harm suffered as a consequence of labor liability to their employees, or otherwise.

Each party is obliged to comply with its obligations under labor and other applicable legislation, in particular under tax legislation.

ENTRY INTO FORCE

This Agreement becomes effective when the Seller clicks on the "I Agree" button or checkbox presented with these terms.

GENERAL TERMS AND CONDITIONS

• 1- The MarketPlace service offered by novaut Smart Engineering S.L., corresponds solely and exclusively to the actions and advertising efforts, marketing through social networks, virtual platform and print media, that novaut Smart Engineering S.L. determines, to promote and close the sale of products and services exclusively owned by third parties who contract with the company under the modality of MarketPlace.
• 2- The responsibility of novaut Smart Engineering S.L. is limited to the intermediation between the possible clients (buyers) and the advertisers (sellers) that offer their products and/or services through the technological tools of the Company available for such purpose and that are part of the MarketPlace service of novaut Smart Engineering S.L..
• 3- novaut Smart Engineering S.L. will intermediate to guarantee that the product purchased through the Virtual Platform that is part of the MarketPlace service, is dispatched by the supplier (seller) and delivered to the final client (buyer).
  The procedure to be followed is the following:
  • The seller in order to access the MarketPlace service offered by novaut Smart Engineering S.L., may register through the website using the form provided therein. To do so, he/she will freely and voluntarily provide the personal data that will be required.
  • novaut Smart Engineering S.L. will accept or not the registration of the seller
  • When a customer makes a purchase on the Virtual Platform, both the company and the seller receive the order.
  • Both can update the status of the order, but the seller must issue the order ONLY when novaut Smart Engineering S.L. has processed it, which implies that the seller authorizes the issuance of the order.
  • Once the order has been dispatched, the seller validates it in the Virtual Platform as completed.
• 4- The sellers (suppliers) that use the services of novaut Smart Engineering S.L. under this MarketPlace contract, are the only ones responsible for the state of the products and/or services commercialized through the Virtual Platform of novaut Smart Engineering S.L., for which they will respond unilaterally before the clients, for the state of the goods or services offered, the guarantees, the returns and will maintain in all cases unharmed novaut Smart Engineering S.L. from litigation, claims, or other legal actions that the clients may raise due to disagreement with the commercial transactions derived from the sale of the goods and/or services offered.
  novaut Smart Engineering S.L. does not waive its right to initiate the pertinent legal actions in order to safeguard its good name or assets, in the event of being immersed in legal actions against it, caused by non-compliance or vices of third parties who are advertisers or sellers of products and/or services on the Virtual Platform of novaut Smart Engineering S.L..
• 5- novaut Smart Engineering S.L. will be responsible for the security of the payment methods admitted in the platform and will guarantee to the clients (buyers) the protection of their personal information in the databases and the confidentiality of the financial information provided during the commercial transactions, for which it exempts the Sellers of the products advertised in the MarketPlace of novaut Smart Engineering S.L. from this responsibility.
• 6- The Seller is responsible for the quality of the products and/or services offered through the MarketPlace platform of novaut Smart Engineering S.L., therefore he/she is the only guarantor that the conditions offered in the publications that novaut Smart Engineering S.L. makes in order to promote the sale of its products, are fulfilled. It will be guaranteed that there is no misleading advertising or fraud to potential customers (buyers) and the rights of customers (buyers) established by law or contract will be respected.
• 7- The seller shall be responsible for keeping updated the available quantities of the products, goods and/or services offered. The information must be communicated to novaut Smart Engineering S.L. who will be responsible for updating the data provided in the Social Networks and the MarketPlace Platform.
  The expenses caused by oversale of products without stock, related to returns and/or bank charges will be in such case assumed by the seller, who will exempt novaut Smart Engineering S.L. from any responsibility in the case of claims or litigation.
• 8- The MarketPlace service that novaut Smart Engineering S.L. offers to the sellers, has a cost in concept of intermediation commission that will be negotiated depending on the type of products and the quantity of the products that are uploaded to the marketplace, as well as a monthly subscription of 39€/month.
  This commission may be different according to the agreements and particular conditions that the parties may adopt and that will be formalized in an annex to this contract.
  novaut Smart Engineering S.L. may unilaterally change the fee, but in no case will it affect the service contracts that are in force with the vendors.
  novaut Smart Engineering S.L. will issue the corresponding invoice for the amount of the aforementioned cost.
• 9- The collection of the money resulting from the sales of the products of the sellers is the responsibility of novaut Smart Engineering S.L. and will be done through any of the channels enabled for such purpose.
  Once the sold merchandise is dispatched to the client, in accordance with the third clause, and the shipment appears with the status "complete", according to the procedure described in said clause, the seller can request from his Seller Panel in the Virtual Platform the payment of his product, shipping costs and taxes that correspond.
  From the Seller's request, the Company will have a maximum of fifteen (15) working days to transfer the money to the bank account informed by the Seller.
  The Seller understands and accepts that this type of movement may involve operational and/or financial costs.
• 10- The Seller of products using the virtual platform of novaut Smart Engineering S.L. is solely responsible for taxes, withholdings and other amounts to which by law is obliged.
  Therefore, the seller understands that the published sale price contains all taxes and / or legally established taxes and that the buyer will pay the value set as a single price, except in cases where the product is requested at home, in which cases may be applied additionally transport costs.
  The seller must issue to the buyer the respective sales invoice or equivalent document for each commercial transaction made through the virtual portal of MarketPlace property of novaut Smart Engineering S.L.. The sale price will always be valid unless there has been a typographical error.
• 11- The Seller declares that all the merchandise commercialized through the Virtual MarketPlace portal of novaut Smart Engineering S.L. is of legal origin and has its respective supports of manufacture or purchase, therefore is obliged not to commercialize products, goods and/or services of dubious origin, contraband or acquired in any other illegal way.
  The seller declares to be solely responsible for the origin of the goods distributed and undertakes to hold harmless from any fault or in any legal process, to novaut Smart Engineering S.L. who, does not waive with the above to raise administrative, civil or judicial proceedings in any jurisdiction, as necessary, in order to safeguard its good name and its assets.
• 12- The seller declares that the origin of the products, goods and/or services commercialized through the Virtual Platform of MarketPlace of novaut Smart Engineering S.L. is of legal character, its resources are of legal origin and its activities are not related to the crime of smuggling, money laundering, drug trafficking or related activities or other illegal activities.
  The seller will be the only responsible before any process that against him is raised and in which it is intended to claim to novaut Smart Engineering S.L.. novaut Smart Engineering S.L. does not waive with the above to initiate the necessary administrative or judicial processes, in order to safeguard its good name and patrimony.
• 13- The Seller is obliged to comply with the current mercantile legislation regulating the respect for the property of duly registered trademarks, and therefore will be the only responsible before processes initiated by the competent authorities or by third parties due to situations generated by the violation of the rights of third parties and must respond before the competent body, keeping novaut Smart Engineering S.L. safe and unharmed in processes initiated against it or before third party claims.
• 14- The service contract between novaut Smart Engineering S.L. and the Seller will have a duration of six (6) months, which may be extended automatically once the term has expired and if neither of the parties expresses its will to cancel it. Once the contract is renewed, the commission rate will be those published and in force, thus replacing the initially agreed and including the new policies or terms and conditions defined by novaut Smart Engineering S.L. within the business model of the MarketPlace. This contract may be cancelled unilaterally by the parties through a written communication in which the will to cancel the contract is expressed.
• 15- The seller knows and accepts that: the Terms and Conditions published by novaut Smart Engineering S.L. in its web portal https://www.novaut.com, as well as the provisions that in commercial matters are determined by the current legislation and the rights of the buyers protected and protected by the mercantile legislation, are part of this contract in its entirety and in consequence he/she accepts the obligations and responsibilities derived from the above.
• 16- In accordance with the established and in compliance with the legislation on Protection of personal data, novaut Smart Engineering S.L. CIF B01587328, informs you that it is responsible for the processing of the information Responsible: Identity: novaut Smart Engineering S.L - NIF: B01587328 Address: Avenida del Mediterráneo nº 2 - NIF: B01587328 - Postal address: Avenida del Mediterráneo nº 2 - NIF: B01587328. postal: Avenida del Mediterráneo nº 2 3º D C.P. 01008 Vitoria-Gasteiz Telephone: 945773953 E-mail: [email protected] .
  On behalf of the company we process the information you provide in order to provide the requested service and perform the billing of the same. The data provided will be kept as long as the business relationship is maintained or for the years necessary to comply with legal obligations. The data will not be transferred to third parties except in cases where there is a legal obligation.
  You have the right to obtain confirmation as to whether we at novaut Smart Engineering S.L. are processing your personal data therefore you have the right to access your personal data, rectify inaccurate data or request its deletion when the data is no longer necessary.
  The Seller, by signing this document, knows and accepts that the Company will collect and use the information for the purposes mentioned in this Policy.
• 17-
  • 1- Notifications made by novaut Smart Engineering S.L. under this Agreement will be posted on the Marketplace Site, on the Seller's Panel or sent to the email address provided at registration or to any email address provided at another time. It is the Seller's responsibility to keep its email address up to date and the Seller will be deemed to have received any email sent to such email address, after the Company sends the email, whether or not the Seller actually receives the email.
  • 2- Regarding the notifications from the seller to the company under this Agreement, the contact will be made by email to the address [email protected] or to the postal address Avenida del Mediterráneo nº 2 3º D C.P. 01008 Vitoria-Gasteiz.
• 18- The seller will not issue press releases, public statement related to the Marketplace service, or use the name, trademark or logo of novaut Smart Engineering S.L., or any of the names, trademarks or logos of affiliated companies or vendors in any way (including any advertisement or other promotional material) without prior written permission of the company providing the service, or distort or embellish the business relationship that is maintained in any way. At no time shall the seller disparage novaut Smart Engineering S.L. or any of its affiliated vendors or any of the products or services, or portray the company, other vendors or buyers, any of the products or services in a false, competitively adverse or deficient light.
• 19- The present contract shall be governed by Spanish legislation, which shall be applicable in all matters not provided for in the same in matters of interpretation, validity and execution.
  For the resolution of any legal controversy derived from the interpretation and/or fulfillment of the contract, the parties, waiving any other general or special jurisdiction that may correspond to them, submit to the Courts and Tribunals of Vitoria-Gasteiz, Álava.
  In the event that the user is domiciled outside Spain, the company and the seller expressly waive any other forum, submitting themselves to the Courts and Tribunals of Vitoria-Gasteiz, Álava.

Vitoria-Gasteiz, April 6th, 2020