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These General Conditions of Sale (“GCS”) govern all commercial relationships between ARTRONIK COMPONENTS SL (hereinafter, the “Seller”) and its professional customers (hereinafter, the “Buyer”). Royal Legislative Decree 1/2007 on consumer protection does not apply given the strictly professional (B2B) nature of the contractual relationship.

1.  Scope of Application

These GCS apply to all orders for electronic components and associated services placed with the Seller, regardless of the country of destination, unless a separate written agreement signed by both parties expressly modifies them.

Any general or specific terms of the Buyer that conflict with these GCS shall have no effect unless expressly accepted in writing by the Seller. Placing an order constitutes full and unconditional acceptance of these GCS.

These GCS are available in Spanish, English, French, and German. In the event of any discrepancy between versions, the Spanish version shall prevail as the legally binding version.

Exclusion of the Vienna Convention (CISG): The parties expressly exclude the application of theUnited Nations Convention on Contracts for the International Sale of Goods (Vienna,11 April 1980). The contractual relationship is governed exclusively by Spanish lawas set out in Section 14 of these GCS.

2.  Offers and Orders

2.1  Validity of offers

The Seller’s offers are valid for 30 calendar days from their date of issue, unless otherwise expressly stated, and are subject to stock availability at the time of order confirmation. Indicative prices published on the Site do not constitute a binding offer.

2.2  Contract formation

Orders are placed by email to sales@ar-tronik.com or via EDI channels as may be agreed. An order shall only be binding once the Seller issues a written order confirmation (by email or via the Erplain system). The Seller reserves the right to refuse an order without having to provide a reason.

2.3  Order modification or cancellation

The Buyer may request modifications or cancellations only before the Seller has initiated logistics processing of the order. Accepted cancellations may incur a handling fee of up to 15% of the value of the cancelled order, plus any restocking costs for specifically sourced goods.

3.  Prices

3.1  Price formation

Applicable prices are those in force at the time of order confirmation, expressed in euros (EUR), exclusive of VAT or equivalent applicable taxes, and on EXW (Ex Works) terms at the Seller’s warehouse in Santiago de Compostela (Spain), in accordance with Incoterms® 2020 of the International Chamber of Commerce.

3.2  Additional charges

Costs of transport, insurance, special packaging, customs handling, export/import duties, and any other costs associated with delivery are borne exclusively by the Buyer, as delivery is on EXW terms. Such costs may be detailed in the quotation for information purposes.

3.3  Price revision

The Seller may update its prices at any time, with 15 days’ prior notice. Already confirmed orders are protected from any subsequent price revision.

4.  Payment Terms

4.1  Payment modalities

Unless otherwise agreed in writing, payment shall be made within 30 net days from the invoice date, by bank transfer (SEPA or international) to the account indicated on the invoice. In accordance with Article 4 of Law 3/2004 of 29 December, the payment period between businesses may not in any case exceed 60 calendar days from the date of delivery or acceptance of the goods or services, even if the parties agree a longer period.

4.2  Trade credit

The Seller may grant a trade credit limit of 30 net days subject to approval by its credit insurance provider. The Seller reserves the right to review or revoke such limit at any time, with prior notice to the Buyer. Orders exceeding the approved limit or placed before credit insurance approval must be settled by advance payment or bank guarantee.

4.3  Late payment and interest

Failure to pay by the due date shall automatically, without prior notice, give rise to late payment interest at the European Central Bank reference rate plus 8 percentage points, pursuant to Article 7 of Law 3/2004 of 29 December on combating late payment in commercial transactions. In addition, the Buyer shall pay a minimum fixed compensation of EUR 40 for recovery costs (Art. 8 Law 3/2004), without prejudice to claiming any additional proven damages.

4.4  Retention of title

Delivered goods remain the property of the Seller until full payment of the agreed price, including interest and ancillary charges, in accordance with Law 28/1998 on Instalment Sales of Movable Goods. The Buyer undertakes to physically identify goods subject to retention of title, not to dispose of them (by sale, pledge, or transformation) until full payment, and to notify any third party who may have rights over them.

5.  Delivery

5.1  Delivery terms – EXW

Delivery is made on EXW (Ex Works) Incoterms® 2020 terms at the Seller’s warehouse in Santiago de Compostela (Spain). Risk and costs transfer to the Buyer at the moment the goods are placed at its disposal at that warehouse. The Buyer is responsible for arranging transport, insurance, and export customs clearance from Spain.

5.2  Delivery lead times

Delivery lead times indicated in the offer or order confirmation are estimates and are not contractually binding, unless a firm date has been expressly agreed. The Seller shall not be liable for delays due to causes beyond its control (force majeure, semiconductor shortages, manufacturer delays, customs issues, etc.).

5.3  Partial deliveries

The Seller may make partial deliveries, issuing a separate invoice for each delivery. Acceptance of a partial delivery does not constitute novation of the original order.

5.4  Inspection at source

The Buyer or its transport agent must verify the condition and quantity of the goods before collecting them from the Seller’s warehouse. Once goods have been collected, any claim for visible damage or quantity discrepancies must be communicated in writing to the Seller within 48 business hours, failing which the right to claim for such matters shall be forfeited.

6.  Warranties

6.1  Conformity warranty

The Seller warrants that the products delivered conform to the specifications and part numbers agreed in the order confirmation. The applicable commercial warranty period is 12 months from the date of delivery, unless the manufacturer offers a longer period, in which case the manufacturer’s period shall apply.

6.2  Claims procedure

Any claim for latent defects must be submitted in writing to sales@ar-tronik.com within 30 calendar days of discovery of the defect, and in any event within the applicable warranty period. The Seller shall, at its option, repair, replace, or refund the relevant amount.

6.3  Warranty exclusions

The warranty does not cover: damage due to improper installation or misuse; modifications or repairs carried out without the Seller’s written authorisation; normal wear and tear; storage under inadequate conditions; damage caused by overvoltage, excessive humidity, electrostatic discharge (ESD), or other external causes.

6.4  Limitation of liability

The Seller’s total liability for any claim shall not exceed the net invoiced price of the order giving rise to the claim. The Seller shall in no event be liable for loss of profit, indirect losses, consequential damages, loss of production, loss of data, or reputational damage suffered by the Buyer. This limitation of liability shall not apply in cases of wilful misconduct or gross negligence on the part of the Seller, in accordance with Article 1102 of the Spanish Civil Code.

7.  Returns – RMA Process

All returns of goods must be pre-authorised by the Seller through the issuance of a Return Merchandise Authorisation (RMA) number. To request one, the Buyer must contact sales@ar-tronik.com with the order number, component reference, quantity, and reason for the return.

Returned products must: (i) be in their original sealed packaging, unused, unmodified, and unprogrammed; (ii) have the RMA number on the outside of the packaging; (iii) be sent carriage paid to the Seller’s warehouse, unless the return is attributable to an error by the Seller.

Returns of specifically ordered components (special order / non-stock) will not be accepted, except in the case of a proven conformity defect as set out in Section 6.2, or a latent defect within the meaning of Article 342 of the Spanish Commercial Code.

8.  Export Control Compliance

The Buyer acknowledges that certain electronic components distributed by the Seller may be subject to export control regulations, in particular Regulation (EU) 2021/821 of the European Parliament and of the Council establishing a Union regime for the control of exports of dual-use items, and, where applicable, US EAR/ECCN regulations.

The Buyer expressly represents and warrants that:

• It will not use the purchased products for purposes, end destinations, or end users prohibited under EU, Spanish, US (EAR/ECCN), or any other applicable export control regulations.
• It will obtain, at its own expense, all export, import, and re-export licences required depending on the final destination of the goods.
• It will immediately notify the Seller of any change in the destination or end user of the purchased products that could affect licence conditions or applicable restrictions.
• It will maintain adequate transaction records to verify compliance with export control regulations for a minimum period of 5 years, in accordance with Article 26 of Regulation (EU) 2021/821.

Breach of these obligations entitles the Seller to terminate the contract immediately and claim damages. The Buyer shall indemnify and hold the Seller harmless from any penalty, fine, or liability arising from the Buyer’s breach of export control regulations.

9.  Confidentiality

The parties undertake to keep strictly confidential all data, commercial terms (prices, discounts, payment periods), non-public technical specifications, and strategic information exchanged in the context of the commercial relationship. This obligation shall persist for 3 years after the termination of the relationship, unless the information enters the public domain through no fault of either party.

10.  Data Protection

Personal data of the Buyer’s representatives and contacts will be processed by ARTRONIK COMPONENTS SL as data controller for the management of the commercial relationship, in accordance with Regulation (EU) 2016/679 (GDPR) and Organic Law 3/2018 (LOPDGDD). Full information on data processing is available in the Privacy Policy published at www.ar-tronik.com.

11.  Force Majeure

Neither party shall be liable to the other for failure to perform its obligations where such failure is the direct result of a force majeure event, meaning any unforeseeable, irresistible event beyond the reasonable control of the affected party, including without limitation: natural disasters, pandemics or health crises declared by competent authorities, acts of war or terrorism, general strikes, government restrictions, widespread semiconductor shortages, or global supply chain disruptions.

The affected party must notify the other in writing within 5 business days of becoming aware of the event, specifying its nature, estimated duration, and foreseeable effects. If the force majeure event lasts more than 60 days, either party may terminate the contract without penalty by written notice.

12.  Partial Invalidity and Severability

If any provision of these GCS is declared null or ineffective, this shall not affect the validity of the remaining provisions, which shall remain in full force and effect. In such case, the parties shall negotiate in good faith a replacement provision that reflects as closely as possible the original economic intent.

13.  Amicable Dispute Resolution

Before resorting to legal proceedings, the parties undertake to attempt to resolve any dispute arising from these GCS through direct good-faith negotiation for a period of 30 calendar days from written notification of the dispute by either party.

14.  Applicable Law and Jurisdiction

These GCS are governed entirely by Spanish law, in particular the Civil Code, the Commercial Code, Law 3/2004 on combating late payment, Incoterms® 2020 of the ICC (with respect to delivery), and EU export control regulations. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna 1980) is expressly excluded.

For the resolution of any dispute that cannot be resolved amicably, the parties, expressly waiving any other jurisdiction that may apply to them, submit to the exclusive jurisdiction of the Courts and Tribunals of Santiago de Compostela (Spain).

15.  Final Provisions

These GCS supersede and replace any prior agreement on the same subject matter. No waiver of any right under these GCS shall be valid unless it is in writing and signed by the authorised representative of the waiving party.

Version	2.1
Effective date	22 June 2026
Legally binding language	Spanish (English, French, and German versions are informative translations only)
Seller	ARTRONIK COMPONENTS SL – B72398084
Seller’s address	Avenida de San Marcos, 31B, 15820 Santiago de Compostela (A Coruña), Spain
Commercial contact	sales@ar-tronik.com  |  +34 600 850 800