Sales Conditions

DOGA S.A. – Autovía A-2, km. 583 – 08630 ABRERA – BARCELONA (SPAIN) · Tel. +34 93 770 46 00 · e-mail: doga@doga.es · www.doga.es

General Conditions of Sale – DOGA GROUP

The following General Conditions of Sale apply to DOGA GROUP, which includes the following subsidiaries: DOGA, SA – DOGA GESTIÓ, SLU – DOGA PARTS, SL. – DOGA Italia, S.R.L. – DOGA do Brasil, Ltda. – DOGA MEXICO COMPONENTES, SA DE C.V. – DOGA USA, Corp. – DOGA India, Pvt Ltd – DOGA NanTong Auto Parts Co., Ltd.

1. Services Provided

1. The products/services will be supplied according to what has been established in the corresponding offer.
2. When the offer is accepted, the client shall send an order to the DOGA GROUP subsidiary (“the subsidiary”), including the client’s order reference (if required), the offer reference, and the accepted points.

2. Orders

1. The contractual relationship starts when the client signs the first order; all orders are subject to acceptance by the subsidiary.
2. All orders must be confirmed within 10 working days upon receipt. Claims cannot be made against unconfirmed orders.
3. Dates and delivery times in the offer are indicative; actual delivery depends on supply times, manufacturing, and receipt of the order, and will be confirmed upon receipt.
4. DOGA GROUP may unilaterally cancel manufacturing and/or delivery if insolvency arises or if no insurance has been taken out with the client or its subcontractors to cover business risks.

3. Prices and Invoices

1. Applicable taxes are excluded from the offer; they will be included in the invoice.
2. For regularly contracted services, the subsidiary may change prices for the following period.
3. Advance payments are accepted up to 6 months before service. No price variation during this period, except 3.J). If canceled, the portion not supplied will be returned, minus 15% (admin/planning) and 100% of incurred material costs (including molds, if any).
4. Acceptance implies payment under the offer’s specific terms, unaffected by any financial assistance or benefits.
5. Prices may be reviewed if costs rise by more than 3%.
6. Prices are exclusive and valid only for the company and location specified. Deliveries to other entities/locations may change prices.
7. Prices are valid for the quantities in the offer. New quantities may change prices, or orders without quantity info may be rejected.
8. No prompt payment discounts unless specifically stated in the contract.
9. Deliveries and new orders will be automatically rejected if there are payment delays.
10. Prices are set in the production site’s currency. If quoted in another currency, they are set to the exchange rate on the estimate day; if the rate varies by more than 5%, prices may be reviewed.
11. Invoices are payable within 30 days of issue.
12. Late payment accrues interest from the due date and collection expenses. If no rate agreed, interest is 8 percentage points above the ECB main refinancing rate.

4. Claims / Refunds

1. No claims for losses caused by delivery date failures or quality issues unless specifically agreed.
2. Quality-related claims will be managed under DOGA GROUP’s quality procedures.
3. No refunds/payment requests without a positive resolution by DOGA’s Product Quality Department.
4. A product is approved if accompanied by a client-completed Sample Acceptance Sheet or if the client sends a formal purchase order (not a prototype).
5. DOGA GROUP is not liable for stoppages in the client’s production line.
6. No quality claims accepted more than 60 days after client receipt.
7. No returns accepted without an RMA issued by DOGA’s Product Quality Department.
8. No returns/replacements until defective products are analyzed and DOGA GROUP responsibility is confirmed.
9. If repair can be done by the client, DOGA GROUP may accept costs if informed in advance of labor rates and required hours.
10. If DOGA GROUP opposes client repair, it may send its own staff; no unapproved costs will be borne.
11. If an unauthorized product requires reprocessing at the client’s premises, DOGA GROUP will not bear costs unless specifically authorized or if presentation of goods was refused.
12. No consequential losses accepted (e.g., reprocessing costs by the client).
13. No design claims for products/projects not validated by the client. Sample acceptance implies approval and supply commitment. Claims for defects detected in accepted validation samples are not accepted unless a conditional acceptance (limited in time/quantity) was issued.
14. Product liability claims are subject to insurer acceptance; DOGA GROUP’s liability is limited to the insurer’s agreement.

5. Cancellations

1. The client may cancel only by written notice within 60 calendar days of the order’s end date (see 4.C).
2. The subsidiary may cancel by written notice within 90 calendar days before execution. Notice is not required if the client fails to meet payment or other agreed obligations.

6. Liability

1. DOGA GROUP is not liable for failures or delays due to force majeure or circumstances beyond reasonable control.
2. Only the client may take action; no liability for emerging damage or loss of profit, regardless of origin.

7. Responsibilities of the Client

1. The client will provide all information and documentation required to carry out the contracted services/products.
2. The client agrees not to hire subsidiary employees during the contract and up to 6 months after termination. Breach entails compensation equal to one year’s salary of the hired worker at the time of hiring.

8. Delivery. Passing of Risk. Retention of Ownership

1. Any agreed term is construed under the INCOTERMS in force upon signing. If none agreed, delivery is Free Carrier (FCA) at the destination specified by the subsidiary.
2. For FCA, at the client’s request, the subsidiary will send the product to destination; risk passes when handed to the first carrier.
3. Products remain the subsidiary’s property until fully paid.
4. At the subsidiary’s request, the client will assist with measures to protect ownership.

9. Miscellaneous

1. If the client’s general purchase conditions are not compatible, the client may cancel the order. Not canceling implies acceptance of these general conditions.
2. Any differing conditions must be agreed in an agreement/supply contract. If none exists, these conditions prevail.
3. No party may transfer this offer without the other party’s prior written consent.
4. All drawings/technical documents submitted remain the property of the supplying party and may not be used or disclosed beyond their intended purpose without consent.
5. Parties submit to the courts of the city where the subsidiary is registered; Spanish law applies.

10. Transportation

1. Transport costs for replacement/return of defective materials are borne by DOGA GROUP, provided they are managed by it and its suppliers.
2. Excess transportation costs due to production line stoppages are borne by the client, provided the delivery date was duly confirmed by DOGA GROUP.

11. Personal Data Protection

1. In compliance with the Spanish Personal Data Protection Law (Organic Law 15/1999), personal data provided will be incorporated into our files solely to manage the business relationship.
2. The client may exercise rights of access, rectification, deletion, and objection by contacting dpd@doga.es.