RBA

1. Overview
The term “Supplier” refers to the entity that is given the order and appears on the same. The term “Buyer” refers to RBA, the company that makes the purchase.

2. Acceptance of these terms and conditions of purchase
By accepting an order, it is implied that the Supplier unreservedly accepts these general terms and conditions of purchase.
Any modification to these terms and conditions must be expressly stipulated in the specific terms and conditions of the order.

3. Valid Orders
RBA and the Supplier agree to recognize as valid only those orders that are made by the RBA Purchasing and Production Department or have been approved by it.

4. Order Acceptance
The order will be automatically formalized the moment it is received by the Supplier.
The Supplier accepts that the order contains the agreement between RBA and the Supplier, and that no other existing agreement may amend the terms, conditions or specifications of the order, unless subsequently made in writing and accepted by both parties.

5. Offers
All terms, conditions and specifications included in or attached to the Supplier order as well as the correspondence related thereto, to which no direct reference is made in the order, will be deemed rejected by RBA and ineffective. The mere citation of the offer in the order or attached documents does not change this

clause. Also deemed ineffective are the General Terms and Conditions of the Supplier, which the Supplier expressly disclaims upon approval of the order.

6. Payment Terms
- Method of payment. Any method of payment should be approved in writing by RBA.
- Means of payment. Payments will be made by promissory note.
- Terms of invoicing. All invoices must contain the requirements demanded by VAT regulations and the applicable law. The invoice must include the order code.

7. Documentation
The Supplier undertakes to keep the originals of all documents in its possession for a period of 10 years from the date of delivery of the supplies and services that comprise the order.
The Supplier undertakes to supply RBA with the aforementioned documentation at the mere request of RBA for the period indicated in the preceding section.

8. Inspection
RBA and its representatives may inspect the material, during the manufacturing process and before it is dispatched, at the workshops of the Supplier, which should make available whatever may be required to do so.
The inspection and acceptance of material will not relieve the Supplier of its guarantees and responsibilities to provide the material in strict accordance with specifications.
RBA may choose not to inspect the factory, although this does not imply that it relinquishes its right to inspect at the place of destination. If the material is rejected at destination, RBA may proceed to make the necessary repairs and charge the Supplier the costs thereof.

9. Assignment
The Supplier may not assign or transfer the order, nor any rights or obligations arising from it, without the prior written approval of RBA.

10. Subcontracts
The Supplier may not subcontract the content of the order, in whole or in part, without the prior or written approval of RBA.
If authorization for subcontracting has been given, the Supplier will retain full responsibility for the supply.

11. Cancellation
RBA may cancel the order at any time in whole or in part, by merely sending written notice to the Supplier. Upon receipt of this notice, the Supplier will stop all work activities related to the order.

12. Delivery Terms
RBA will indicate the delivery terms on each order.
The delivery will be made as indicated in the distribution report and with expenses paid.
RBA may reasonably and with advance notice change the conditions contained in the delivery programs.
Any incident preventing the delivery of the quantities specified in the programs and at the time set must be reported immediately to RBA.
The amounts specified in the orders or delivery programs must be respected by the Supplier at all times.

13. Storage and inventory
Storage: The Supplier undertakes to keep the materials and components of the orders stored in its warehouse, at the simple request of RBA and without charge. This storage will be carried out in such a way as to ensure the materials and components are kept in perfect condition.
Inventory: The Supplier shall cover the costs of the materials or components which, having been delivered according to the relevant documentation, are not in its possession and the return to RBA cannot be proven with documents.

14. Packaging, Identification and Delivery
All materials will be packed by the Supplier so as to ensure its safe transportation and storage.
The content will be suitably and adequately protected with materials resistant to atmospheric agents.
All materials will be identified in a perfectly legible manner, stating the quantity, product and destination in all legible areas.

15. Quality Requirements
The Supplier must have a properly documented quality-assurance program in place, following the guidelines established by a recognized standard.
The program shall include at least a quality manual, procedures, inspection-points programs, etc., which should be available to RBA from the time the offer is made.

16. Confidentiality
All technical information, including lists of materials, manufacturing procedures, technical specifications, systems, photographs, samples and all types of documents pertaining to the design, manufacture or distribution of components and products manufactured by the Supplier for RBA, will be considered strictly

confidential.
The contents of orders, delivery plans and production forecasts that are made available to the Supplier will also be considered confidential, and the Supplier undertakes to maintain secrecy concerning this type of information, not only as regards third parties but also its own employees, provided they do not need to access said information in carrying out their job duties for the company.

17. Taxes and Fees
The Supplier undertakes to comply with tax obligations on income from personal work, based on the Supplier’s pay, and is also responsible vis-à-vis RBA for compliance with current legislation regarding Social Security and any other mandatory state or local tax commitments.
All taxes and fees will be charged to the Supplier, except value-added tax (VAT), which will be charged to RBA.