Phira Componentes Automoción S.A.

The following general terms and conditions of sale of “PHIRA COMPONENTES AUTOMOCIÓN, SA” (hereinafter referred to as “PHIRA”), together with any specific terms that may be agreed upon with PHIRA’s customers (each, a “Customer”), constitute the entire agreement between PHIRA and the Customer applicable to the sale of products by PHIRA (the “Products”) to the Customer (the “Contract”). The Customer accepts these terms and conditions with each order of Products placed with PHIRA, having prior knowledge of their content either through PHIRA providing a copy thereof or by the conditions being available on the website www.phira.es. In the event of any conflict or inconsistency between the Contract and the Customer’s general purchasing conditions, the terms of the Contract shall prevail.

1. General Provisions

To make a purchase, prior registration as a user on the website is required; therefore, you must accept, without reservation, these General Terms and Conditions of Contract and Sale. Lack of awareness or knowledge of these General Terms does not exempt any Customer from complying with them.

Registration on the PHIRA website is completely FREE and is offered as a Service Provision without economic compensation. Registration implies full and unconditional acceptance by the Customer of the stated conditions.

The Customer hereby authorizes the processing of their personal data within the framework of daily management and legal and commercial relations. Additionally, the Customer is informed of their rights of access, rectification, restriction, portability, objection, and erasure of their data under current personal data protection laws. To exercise these rights, the Customer may contact PHIRA COMPONENTES AUTOMOCIÓN, SA, located at C/Narcís Monturiol, 48, P.I. Fontsanta, 08970 Sant Joan Despí (Barcelona), or via email at phira@phira.es.

2. Security

In accordance with the provisions of the Law on Information Society Services and Electronic Commerce (LSSIce), PHIRA is obliged to retain all traffic data related to electronic communications for a maximum period of twelve months. These data are essential to identify the source at the time the service provision began. Under no circumstances shall the data retention obligation affect the secrecy of communications.

PHIRA receives the IP addresses of all Users, as these are sent by browsers each time they request access to our web pages. These IP addresses are stored for security purposes in our log files and remain available to the competent authorities, as established by law, in order to identify, where applicable, the author or authors of certain unlawful acts. The information stored in these logs consists of the IP address and the date and time of each request made to our server. In addition to the purposes described above, this information is used to analyze trends, manage the system, and collect statistical data.

3. Billing

Furthermore, pursuant to Article 17 of the Regulations governing invoicing obligations, approved by Royal Decree 1619/2012 of November 30, “PHIRA COMPONENTES DE AUTOMOCIÓN, SA”, with Tax ID (NIF): A08622938, and registered address at C/Narcís Monturiol, 48, P.I. Fontsanta, 08970 Sant Joan Despí (Barcelona), is authorized to send invoices and other documents electronically.

As established by the aforementioned Royal Decree, documents sent electronically have the same legal validity as printed documents, provided they are maintained in the format in which they were electronically generated.

The Customer explicitly agrees to the use of PDF format by PHIRA, affirming that they have the necessary technological resources for this purpose. Likewise, the email address provided at the time of registration (mandatory information) shall be used as the channel for receiving invoices.

By accepting these conditions, both parties exclude the delivery of invoices in printed form unless expressly requested from PHIRA.

4. User Codes and Password

Acceptance of these General Terms implies that the Customer is responsible for managing their account credentials (username and password) granting access to PHIRA’s website www.phira.es. These terms supplement the Electronic Commerce conditions.

The Customer is responsible for maintaining the confidentiality of their username and password for accessing the contents of the website www.phira.es, and is solely responsible for all activities carried out under their account. The Customer agrees to immediately notify PHIRA of any unauthorized use of their account or any other security breach. PHIRA shall not be liable for any loss or damage resulting from the loss of the account or its unauthorized use.

Any individual acting using the Customer’s login credentials—whether an employee, representative, etc.—shall be considered as authorized by the Customer and deemed to possess sufficient authority to act on the Customer’s behalf, binding the Customer to any services provided through the website.

5. Specific Conditions

PHIRA reserves the right at any time to cancel both transactions and the Customer’s account.

The Customer agrees to use any received information confidentially, strictly for their own purposes, and to refrain from distributing or reproducing said information, wholly or partially, in any form.

PHIRA reserves the right to modify its price list and offers without prior notice, and orders will be accepted subject to possible price modifications if typographical or other errors are detected.

Unless explicitly stated otherwise, prices do not include transportation, handling, taxes, or additional fees or charges. These costs shall be borne by the Customer.

Nevertheless, the invoice issued by PHIRA shall reflect the current price at the time of delivery, regardless of any previously indicated prices.

Delivery periods indicated are for informational purposes only and are not binding on PHIRA. Unless expressly agreed in writing by PHIRA, the Customer shall not be entitled to cancel an order or claim any compensation, including reimbursement of transport fees, if a product’s delivery is delayed due to circumstances beyond PHIRA’s control. The Customer may not refuse payment for products already delivered by PHIRA in the case of partial delivery of an order.

6. Order, Price, and Payment

6.1 Any Product order placed by the Customer and supplied by PHIRA (the “Order”) will be subject to these general conditions, any particular conditions agreed with the Customer, and, where applicable, special conditions of a specific order. In case of conflict or contradiction between applicable conditions, more specific conditions will prevail.

6.2 PHIRA reserves the right not to fulfill orders from Customers in Spain whose annual turnover with PHIRA is less than one thousand euros and may terminate these Customers upon prior notice.

6.3 The price of Products sold will be the price listed in the current pricing tariff indicated in the Order and does not include VAT or other applicable taxes or surcharges, which will be paid additionally at the invoice’s issuance. PHIRA reserves the right to modify list prices and discounts by product line and/or family. Such price modifications shall not entail any credit adjustments for previously sold merchandise the Customer may have in stock.

6.4 PHIRA will invoice the Customer for Products upon delivery or thereafter.

6.5 Unless otherwise agreed, the Customer shall pay the purchase price within sixty (60) days from the invoice issuance date by PHIRA.

6.6 The Customer shall pay in full without deductions, offsets, discounts, or reductions. Payments must be made in euros unless otherwise agreed. For Customers outside Spain, PHIRA may require special payment methods such as documentary credits or other collection arrangements. PHIRA may allocate any payment received from the Customer to any outstanding invoices.

6.7 Failure to pay an invoice when due shall cause the acceleration of all other payments and obligate the Customer to reimburse PHIRA for all legal expenses incurred in recovering outstanding amounts, without prejudice to any other rights or compensations under law. Additionally, any delay in payment exceeding three (3) days authorizes PHIRA to suspend or cancel the Order (and any subsequent orders from the Customer).

6.8 PHIRA reserves the right to temporarily suspend supplying Products. In such cases, PHIRA will inform the Customer in writing about the maximum risk limit granted and may immediately suspend deliveries exceeding this limit unless the Customer prepays or provides acceptable guarantees. PHIRA may offset any amount owed to the Customer with outstanding amounts due. Discounts or rebates will only be issued if the relevant invoices have been paid and the Customer is up-to-date with payment obligations.

7. Delivery

7.1 Orders will be delivered under terms agreed with the Customer (per INCOTERMS 2020). If Products are to be collected by the Customer, PHIRA will notify the time, date, and place of collection, and the Customer must collect the Products on the notified date.

7.2 PHIRA may deliver Products in installments. Deliveries for a given installment may be withheld until invoices from previous deliveries are fully paid.

7.3 The Customer is responsible, at their own risk, for obtaining export/import licenses or official authorizations and carrying out customs formalities for exporting Products, regardless of whether PHIRA handles shipping.

7.4 The Customer must immediately inspect Products upon receipt and notify PHIRA in writing within fifteen (15) calendar days if Products are missing, defective, or damaged. Without such notification, Products will be considered compliant, and the Customer must accept them and pay accordingly. Non-conforming Products may not be used until PHIRA has had the opportunity to inspect or test them.

8. Returns

(This clause applies only to sales within Spain.)

8.1 Returns of Products will only be accepted by prior approval from PHIRA, with transportation costs borne by the Customer. Only items meeting PHIRA’s defined criteria, detailed in a previously issued authorization note, will be accepted. Products must be returned within two (2) months of this authorization note, in perfect condition, complying with PHIRA’s specifications. PHIRA reserves the right to reject returns or charge additional handling fees if the products are deemed unsellable. Economic and financial terms valid at reception apply, with a minimum 15% penalty, subject to increase based on merchandise condition and turnover. Returns of parts purchased over three (3) years ago or not included in the current pricing tariff are not permitted.

8.2 Products rejected by PHIRA under the above terms will be available to the Customer for return within seven (7) calendar days, with shipping costs payable by the Customer. Otherwise, PHIRA reserves the right to dispose of the merchandise.

9. Risk, Ownership, and Retention of Title

9.1 Risk transfers to the Customer upon Product delivery. Ownership transfers only after PHIRA receives full payment. Until ownership transfers, the Customer holds Products in trust as PHIRA’s bailee. The Customer must inform third parties of this retention of title, especially in insolvency situations.

9.2 PHIRA may demand payment for Products regardless of ownership transfer.

10. Warranty

10.1 PHIRA warrants the quality and proper functioning of the Products for their intended purposes for a period of twelve (12) months from the delivery date of the Products. In case of discrepancies regarding a Product or any component, the Customer must send the items under warranty along with the required information for proper analysis. PHIRA’s warranty will not apply to products that have not been handled, installed, or maintained according to the provided instructions.

10.2 If, after analysis, PHIRA verifies a defect in the Products sent by the Customer, PHIRA will decide whether to credit or replace the Products in question. Products or components replaced or credited under warranty become the property of PHIRA, regardless of the type or class of document issued to support the credit.

11. Liability

11.1 PHIRA shall only be liable to the Customer for intentional misconduct or gross negligence and exclusively in relation to direct economic losses suffered by the Customer. PHIRA explicitly excludes liability for any indirect or consequential damage or loss.

11.2 Subject to Clause 5.1 above, PHIRA’s total liability—whether contractual or non-contractual (including gross negligence or breach of statutory duty)—arising from a breach or defective performance of an Order, shall be limited to the total price of the Products involved in the specific Order (excluding VAT).

11.3 The Customer acknowledges and undertakes to clearly inform all of its own customers, and visibly indicate across all its sales channels, that the Products are not original parts; that the use of manufacturers’ trademarks and original references is solely intended to indicate the vehicle model for which each part is designed; and that trademarks appearing in the product catalogue as references for the application of spare parts are the property of their respective registered owners. PHIRA shall in no event be liable for any consequences arising from the Customer’s failure to comply with this obligation, with the Customer being solely responsible for such non-compliance. Moreover, the Customer agrees to indemnify PHIRA against all costs, claims, losses, necessary expenses (including legal fees), or liabilities, along with any applicable VAT, incurred by PHIRA resulting from the Customer’s failure to fulfill the communication obligation to its own customers as stipulated herein.

12. Force Majeure

In cases of force majeure hindering the manufacture or delivery of the Products, PHIRA shall have the right to delay delivery. If such circumstances persist for more than one month, PHIRA shall be entitled to cancel the orders without incurring any obligation to pay compensation. Force majeure circumstances shall include, without limitation, strikes, lack of transportation, factory accidents, fires, wars, natural disasters, pandemics, epidemics, and generally any cause beyond PHIRA’s control.tad de PHIRA.

13. Personal Data Protection

13.1 PHIRA will include personal data provided by the Customer through forms, online requests, product or service orders, or any other means, into its Customer file, as well as data obtained through common creditworthiness and solvency files or other legitimate sources. PHIRA guarantees the implementation of necessary measures to ensure the confidential processing of this data and to prevent its alteration, loss, unauthorized processing, or unauthorized access in compliance with current legislation.

13.2 Customers whose data are registered in PHIRA’s Customer file may, at any time, request access to their personal data, its rectification or erasure, the restriction of processing, data portability, as well as exercise their right to object to the processing by sending a written communication to PHIRA COMPONENTES AUTOMOCIÓN, S.A. at Calle Narcís Monturiol 48, 08970 Sant Joan Despí (Barcelona). Customers may also file a complaint with the competent data protection authority.

13.3 The collected information may be used to communicate via email any incidents, matters related to orders, or updates to the Customer. When providing their email address to PHIRA for the first time, Customers will have the option to indicate that they do not wish to receive this type of information.

14. Termination

Without prejudice to any other rights it may have, PHIRA may immediately terminate the Contract with the Customer and demand payment of all amounts owed by the Customer, resell the Products whose ownership has not yet transferred from PHIRA, or withhold or cancel any further Product deliveries if any of the following circumstances occur: (i) the Customer breaches any obligations arising from the Contract and, if the breach is remediable, fails to remedy it within ten (10) days from receiving the corresponding notification; or (ii) the Customer encumbers or otherwise adversely affects any Products whose ownership has not yet transferred from PHIRA. Upon PHIRA’s first request, the Customer agrees to return any unpaid Products, covering all expenses and costs (including transportation costs) incurred in connection with their return.

15. General Terms

15.1 The non-exercise by PHIRA of any of its rights and prerogatives established in the Contract shall in no way be interpreted as a waiver, and PHIRA may exercise such rights at any later time.

15.2 If a court determines that any provision of the Contract is wholly or partially illegal, ineffective, null, voidable, unenforceable, or unreasonable, such provision shall be considered excluded, while the remaining provisions shall continue in full force and effect.

15.3 The Customer shall not assign or subcontract any of its rights or obligations under the Contract without prior written consent from PHIRA. PHIRA’s contractual position may be assigned to a third party without prior consent from the Customer.

15.4 The Contract shall be governed by the laws of Spain. The parties explicitly waive any other jurisdiction that may apply and agree to submit exclusively to the jurisdiction of the courts of Barcelona (Spain), unless PHIRA seeks interim relief or any other remedy in a different jurisdiction.

16. Governing Law and Jurisdiction

The law applicable to these general conditions of sale, as well as to any dispute arising from this contract, shall be Spanish law. Any dispute arising from this contract shall be exclusively submitted to the Spanish courts.

In the event that the buyer is domiciled outside Spain or the sale is made to a business entity, both parties explicitly waive any other jurisdiction and agree to submit exclusively to the courts of the city of Sant Feliu de Llobregat (Barcelona).