General Terms and Conditions

1. Ownership of machines and accessories

Termografia Aplicada S.L. is the owner, in full ownership and dominion, of the machines, spare parts, accessories and complements available at the time of signing, and of all the documentation related to it, by virtue of the purchase, renting, leasing or leasing contracts it has signed, of the object of this contract, whose characteristics and valuation have been outlined in the particular conditions of this contract.

Termografia Aplicada S.L. leases the machine described above to the LESSEE, acknowledging that the LESSEE has received it in a perfect state of use, operation and conservation. Once the machine and accessories have been delivered, the HIRER undertakes to check its condition, and if necessary, must communicate with sufficient notice -within the first 3 hours after delivery- any anomaly or defect in the machine that prevents its proper use and operation, as well as the fact that any element or accessory is missing. Otherwise, it shall be understood that its operation is optimal for the performance of the work assigned to it, and that the correct operation of the machine has been verified to the full satisfaction of the LESSEE, showing consequently its full satisfaction in this respect, both with regard to the machine and its accessories.

The HIRER may not assign, transfer, subrogate, or sublease, either directly or indirectly, the machine or the rights and obligations arising from this contract in favor of third parties, without the prior written authorization of Termografia Aplicada S.L.

The machine leased is the property of Termografia Aplicada S.L. and therefore the HIRER is obliged to respect this property and proclaim it to third parties stating his status as lessee, and must communicate to Termografia Aplicada S.L., within a maximum period of 10 hours, any seizures, seals, withholdings or other similar measures that could be decreed on the machine by the judicial or administrative authorities.

The LESSEE will provide all the collaboration to Termografia Aplicada S.L. for the restitution or return of the machine, empowering from this moment on so that it can access the premises or facilities in which it is located to recover the possession of the same, in the way it deems convenient.

In the event that an eviction procedure is initiated against the HIRER, or the latter is declared in bankruptcy proceedings, Termografia Aplicada S.L. is empowered to unilaterally take possession of the machines object of this contract that were deposited in the warehouse or work station designated for the machine, allowing access, in the manner it deems appropriate, all this constituting the exercise of a freely agreed right that in no case may be considered as coercive of the lessee.

The same power will assist Termografia Aplicada S.L. in the event of termination of this contract, either by the expiration of the agreed term or its extensions or in advance, if on the date on which it had to vacate the property were stored in the same goods owned by Termografia Aplicada S.L.

2. Price, expenses and taxes

The lease price will begin to accrue on the date established in the particular condition "4. From", and payments will be made in accordance with the prices and form of payment stipulated in the particular conditions ("3", "4", "5" and "6").

The cost of transport, loading and unloading of the machine to the place of use of the machine, as well as the return to the workshops of Termografia Aplicada S.L. are the sole responsibility of the HIRER. In the event that Termografia Aplicada S.L. were to provide these services, the customer will be obliged to pay the invoice issued by this entity.

Unless explicitly stated, the rental prices established in this contract and its annexes do not include VAT, nor any other tax that may be applicable, which shall in any case be for the account of the LESSEE, and shall be included separately in the corresponding invoice.

The HIRER may not claim any discount or reduction of the agreed price for the time the machine remains idle due to normal maintenance, service or inspection.

After the first year of validity of this contract, the agreed rent will be updated annually according to the annual evolution of the General Index of Consumer Prices of the National Institute of Statistics.

3. Delivery of the machine

At the time of payment, the amount of the rental, the deposit and shipping costs, all subject to VAT, will be charged.

In general, deliveries of the machines shall be made to the office of the transport service, duly designated and specified in the particular conditions, and the LESSEE shall strictly comply with the return instructions duly consigned.

In any case, the LESSEE shall be responsible for all the costs of transporting the machine, loading and unloading, when by his own means or entrusted by him to a third party, he takes charge of the same at the place designated for such purpose, as well as the return, bearing the risks inherent to such operations.

The machines delivered with security seal according to the particular condition "7. Security Seal" shall be provided at the time of delivery with an inviolable security seal with a serial number previously communicated to the HIRER, which guarantees that the machine and its accessories have not been tampered with since they were checked at the HIRER's premises. In the event that at the time of delivery the security seal is damaged, has been removed or has been replaced by another seal different from the one assigned, the HIRER shall refuse to collect the equipment and shall inform the LESSEE of this fact within a maximum period of one hour. Otherwise, if the customer collects the equipment, it shall be understood that the security seal is in optimum condition and that the machine and its accessories have not been tampered with since they were checked at the RENTER's premises.

At the end of the lease, the machine will be returned by the HIRER in the same conditions in which it was delivered, except for the normal wear and tear it has suffered from use, and Termografia Aplicada S.L. reserves the right to appoint an expert to determine whether the machine has suffered the ordinary depreciation due to use or, on the contrary, if it suffers damages that cannot be included in a use for its intended purpose.

The LESSOR IS NOT LIABLE, in any case, for any failure in the delivery of the machine object of the present lease by the transport or courier company contracted, without prejudice to the option of the LESSEE, at its option: a) not to collect the equipment when it is available and terminate this contract, in which case Termografia Aplicada S.L. will pay the LESSEE 100% of the amount paid for rental, deposit, insurance and transport. b) to collect the equipment when it is available. In this case Termografia Aplicada S.L. will pay the client the amount proportional to the time of delay in concept of rental and insurance.

In both cases, whether it opts for contractual termination or contractual performance, the TENANT expressly waives any indemnity for damages that may have been caused, and any other concept to which it may be entitled. This notwithstanding the fact that the TENANT MAY CLAIM SUCH LIABILITY from the courier or transport company.

4. Duration

This contract has the duration agreed by the parties in the particular condition "4". On the date of termination of this contract, the HIRER must place the machine at the disposal of Termografia Aplicada S.L., as established in the particular conditions, the day of effective return of the machine being counted as the day of invoicing for the purpose of collection of the rent, as established in the particular condition "4.

Notwithstanding the above, this contract may be terminated unilaterally and immediately, without notice, by Termografia Aplicada S.L. in any of the cases indicated in General Condition "9", or in case of breach of any of the obligations agreed in this contract, or in its Annexes, by the LESSEE.

5. Lessee's obligations

To use the machine for the purpose for which it is intended, as is evident from its nature, in the place of use set and in strict compliance with the manual, its warnings and information provided, and the laws and regulations of mandatory observance applicable at all times. The machine must always be used by personnel dependent on the LESSEE who have sufficient technical knowledge and skills.

Before using the equipment, the HIRER is obliged to carefully read and strictly observe the warnings duly consigned in the information sheet, which is provided together with the machine and its accessories. Examples of such warnings are the following:

For thermal imaging cameras:

1. DO NOT point the infrared camera (with or without lens protection) at strong energy sources (examples: the sun, devices that cause laser radiation, flames, burning cigarette, etc.). Be warned that this may cause damage to the camera.
2. DO NOT use the camera at temperatures above +50°C. High temperatures may cause damage to the camera.
3. DO NOT clean the infrared lens. This may cause damage to the anti-reflective coating.

For Blower Door equipment:

1. DO NOT connect the equipment to non-stabilized power sources, such as electrical generators or temporary site switchboards.

The LESSEE shall be liable for any damage resulting from lack of attention, diligence or negligence, as well as for any damage caused by misuse or abuse, deficient maintenance, poor condition of the place where the machine or warehouses or working premises are used or any other cause attributable to him or any of his employees.

The HIRER authorizes Termografia Aplicada S.L. and its employees to carry out at all reasonable times, as many visits of inspection and control of the machine are necessary, as well as those that were necessary to carry out the repairs that were noticed.

If as a consequence of the misuse the machine is paralyzed, the present contract shall not be considered suspended and, in such case, the HIRER shall pay Termografia Aplicada S.L. 100% of the daily rental price for each day of stoppage, without prejudice to Termografia Aplicada S.L. 's right to terminate the present contract as a consequence of such misuse.

6. Conservation and maintenance

During the term of this contract, the expenses for the maintenance of the machine, replacement of damaged elements, etc. shall be borne exclusively by THE TENANT, who shall maintain the machine and all the accessories and complements in optimal conditions of conservation and use for the performance of the activity.

THE TENANT shall allow access to the business premises to THE LANDLORD and to the workers or industrialists sent by THE LANDLORD for the inspection and verification of the condition of the machinery and, if necessary, the repair thereof.

The price includes any travel expenses incurred by the LANDLORD's personnel to the LESSEE's offices, as well as the value of any materials provided to them for the duration of the repairs.

7. Maintenance service

The LESSEE undertakes to carry out, at its own expense, the periodic maintenance services specified by the manufacturer of the leased equipment, including periodic maintenance.

The RENTER undertakes to provide the RENTER with the technical assistance necessary to prevent, avoid and correct errors and, if necessary, to make adaptations and improvements to the machine.

The maintenance service shall include the following services provided by RENTER:

1. Corrective maintenance, consisting of all those operations that the LENDER undertakes to carry out to correct or repair machine failures. These maintenance tasks shall be carried out after the failure has occurred and their purpose shall be to ensure the correct operation of the machine.
2. Preventive maintenance, consisting of all those operations that THE LENDER undertakes to perform throughout the term of the contract, in order to keep the machine in proper working condition, avoiding the presence of faults in it.
3. Formative maintenance, which includes the precise training that THE LESSOR undertakes to provide to the LESSEE and/or personnel of the lessee company, for the correct and optimal use of the machine and its accessories and complements.

8. Liability for loss, damage and risk coverage

The HIRER will subscribe during the whole period of duration of this contract the insurance policies that are convenient and/or necessary to cover all the risks of deterioration, damages, even to third parties, total or partial loss of the machine, accident, theft or subtraction of the same, as well as the civil responsibilities or of any other type that for any cause could be demanded by third parties, with total indemnity of Termografia Aplicada S.L. but designating as beneficiary to the above mentioned entity.

Independently of the insurance policies that the HIRER is obliged to take out, the HIRER assumes and shall be responsible during the term of this contract for all risks of deterioration, damage and total or partial loss of the machine, loss, theft or subtraction of the same, as well as civil liabilities or any other type that may be demanded by third parties for any reason, with total indemnity of Termografia Aplicada S.L., even when the coverage of the aforementioned insurance is excluded by the insurance company.

In the event of total loss, theft or subtraction of the machine or in any other case of force majeure, once Termografia Aplicada S.L. has been duly notified, the lease shall be deemed terminated with respect to the machine affected by such events, upon payment by the LESSEE of the rent and other amounts due that may be pending payment, plus interest for late payment and the return costs incurred, as well as the liabilities payable under the general condition "9. Causes of Termination".

The HIRER undertakes to notify Termografia Aplicada S.L. in writing within a maximum period of 10 hours, any loss, theft or subtraction of the machine. In the event of theft or subtraction, the LESSEE also undertakes to make the appropriate report to the competent authority and provide Termografia Aplicada S.L. with a copy of the report within the aforementioned period.

THE TENANT shall provide THE LANDLORD, upon request, with a complete copy of the insurance policies referred to in this paragraph.

9. Termination of the contract

This agreement shall be deemed to be in default on the part of the LESSEE and may therefore be terminated for the following reasons:

1. By will of any of the parties when there is a serious breach of the agreed obligations.
2. By agreement of the parties in writing.
3. The extinction of the legal personality of any of the parties or the bankruptcy or seizure of assets of any of them unless the debt is guaranteed in any way, as well as the fact of ceasing their activities, business, art or profession.
4. Failure to pay any of the agreed amounts.
5. In the event of improper use of the machine, in places and/or under conditions of use different from those agreed in this contract, or omitting the warnings given by the LESSOR.
6. Lack of maintenance of the machine due to causes attributable to the LESSEE.
7. When it fails to comply with any other obligations assumed in this contract.

When the assumptions provided in this contract are breached, and regardless of any other legal actions that may apply, Termografia Aplicada S.L. may, at its discretion, choose between:

1. Declare the contract terminated, demanding the immediate delivery of the machine to Termografia Aplicada S.L., with the LESSEE being responsible for the expenses arising from such delivery, without prejudice to claiming the payment of the rent due until the time of the effective return, plus interest for late payment, the return expenses incurred and an amount equal to 100% of the rent that remains due until the end of the contract as compensation for the depreciation of the machine; or
2. To demand the immediate payment of the unpaid rents and amounts, plus the interest for late payment, the return expenses incurred and the totality of the rents pending maturity, which shall be understood to be overdue in advance, the lease continuing in force until the date foreseen for its termination by virtue of this contract.

Termination of the contract for this reason shall produce the same effects as non-compliance with the payment obligation as regards recovery of the machine and compensation for damages.

10. Bail

The TENANT undertakes to pay the security deposit, for the amount fixed in the particular conditions, which shall be used to respond to possible damages and other breaches by the TENANT, without prejudice to further claims.

The posting of the agreed security deposit does not exempt the LESSEE from the payment of the agreed rent in the form and within the stipulated terms.

Within 48 hours after the return of the equipment, the invoice will be sent and the deposit plus VAT will be refunded by bank transfer to the account number indicated in the particular condition "6" or to the card on which the payment was made. The refund of the deposit shall be subject to compliance with the conditions stipulated in this contract.

11. Expenses and taxes

All expenses and taxes arising out of the execution, performance or termination of this Lease and the obligations hereunder shall be borne by THE TENANT.

Likewise, any legal expenses incurred due to breach of this contract shall be borne by the defaulting party, including the fees of the Attorney and Lawyer, even if their interventions were not mandatory.

12. Submission to the courts

For any questions or differences that may arise in relation to this contract, both parties agree to submit to the Courts and Tribunals of Girona, expressly waiving their own jurisdiction if they have one.

This contract is of a commercial nature and shall be governed by its own clauses, and as not provided herein, by the provisions of the Code of Commerce, other special laws and commercial uses.

13. Notifications

The parties designate as their address for notification purposes the address indicated in the heading of this contract. Any notification, including the modification of the aforementioned address, must be notified to the other party in writing by means of the e-mail duly consigned, or by registered letter, telegram or bureaufax, in any case, all of them with acknowledgement of receipt.

Any change of address of one of the parties must be notified to the other party immediately and by a means that guarantees receipt of the message.

14. Personal data

The personal data contained in this contract will be recorded in an automated file which is responsible Termografia Aplicada S.L. to manage the contractual relationship, and send advertising about their products and services, both by traditional means (regular mail) and electronic (e-mail, fax). If you do not wish to receive advertising, send an e-mail to info@apliter.com with the subject "I do not want to receive advertising and Apliter".

Termografia Aplicada S.L. is empowered to transfer personal data to entities within the group of companies of which it forms part. You can exercise your rights of access, rectification, cancellation and opposition by ordinary mail addressed to Termografia Aplicada S.L., Girona, Rambla Xavier Cugat, 48-50 -. CP 17007, or by e-mail info@apliter.com.

In the event that Termografia Aplicada S.L. access files containing personal data whose controller is the customer, in accordance with the provisions of Article 12 LO 15/1999, December 13, will not use the data to which it has access to any other purpose other than the provision of contracted services. Once processed and provided the service, the data will be returned if it were data incorporated into physical media. In the treatment of these data, the corresponding security measures will be observed in accordance with RD 1720/2007, of December 21, which approves the Regulation of development of the aforementioned Law.

15. General

The fact that one of the parties refrains even several times from claiming timely performance of this contract by the other party does not imply any waiver by the first party of the full exercise of the rights arising from this contract.

This contract cancels and replaces any previous contract or agreement between the parties with the same object and may only be modified by a new agreement signed by both parties.

The possible total or partial invalidity of one of the particular and/or general conditions does not negate the validity of the remaining conditions. In such a case, the parties undertake to replace the invalid conditions with valid agreements of equivalent or similar content. In case of contradiction between any of the particular and general conditions of this contract, the particular conditions shall prevail.

The headings of the various clauses are for informational purposes only, and shall not affect, qualify or expand the interpretation of this Agreement.

NOTE: The data provided by the LESSEE are true and in accordance with reality, and consequently the LESSEE is responsible for any falsehood in the information provided to the LESSOR, necessary for the present contract.