General Terms and Conditions of Sale and Provision of Services
Conditions applicable from 1 January 2026
TITLE I — GENERAL PROVISIONS
CHAPTER I: SCOPE AND DEFINITIONS
Article 1. Object and scope of application
1.1 These General Terms and Conditions of Sale and Provision of Services (hereinafter, the "General Terms") are intended to establish the legal framework applicable to all commercial offers, purchase and sale agreements, supply agreements, service provision agreements, software license agreements and any other legal relationships of a commercial nature that are established between, on the one hand, the commercial companies that make up the Labelmarket Group, namely, LABELMARKET, SLU and LABELFACTORY, SLU, both with registered office in Amorebieta (Bizkaia) (hereinafter, the "Seller" or the "Provider"), and on the other hand, any natural or legal person who contracts the goods or services offered by these (hereinafter, the "Buyer" or the "Customer").
1.2 These General Terms and Conditions are binding and supersede any general terms and conditions of sale, purchase terms, purchase orders, or similar documents that the Buyer may have established for its procurement operations. Mere reference by the Buyer to its own general terms and conditions shall have no legal effect unless the Seller has expressly accepted them in writing through a document signed by a duly authorized representative.
1.3 These General Terms and Conditions apply to all business lines of the Labelmarket Group:
- The manufacture, marketing and sale of automatic and semi-automatic labeling equipment and systems, including industrial labelers, label applicators, print&apply systems, dispensers, rewinders, and related equipment.
- The provision of technical services of any nature, including repair services, preventive and corrective maintenance, calibration, adjustment, assembly, installation, commissioning, modification, improvement, updating and modernization of equipment, technical auditing, diagnosis, training and consulting.
- The execution of work, assembly and installation at the Client's facilities, including mechanical assembly, electrical and pneumatic connection, integration of equipment into production lines, and work of a similar nature.
- The development, licensing, implementation, customization, maintenance and support of software, both developed in-house and by third parties.
- The marketing and sale of consumables for labeling and identification systems: self-adhesive labels, thermal transfer ribbons, inks for industrial inkjet printing, and related consumables.
- The marketing and sale of hardware for automatic identification and data capture (AIDC): barcode readers, handheld terminals, label printers, RFID/NFC readers, wireless networking equipment, and related accessories.
1.4 Title II of these General Terms and Conditions contains specific provisions applicable to each line of business. In the event of any conflict between the general provisions of Title I and the specific provisions of Title II, the latter shall prevail for their respective scope of application, it being understood that the specific provisions prevail over the general ones.
Article 2 Definitions
2.1 For the purposes of interpretation and application of these General Conditions, the following terms shall have the specific meaning indicated:
"Goods" or "Products": All equipment, machinery, systems, hardware, components, spare parts, consumables and any other tangible items subject to purchase, sale or supply by the Seller.
"Services": All services of a technical or professional nature that the Seller undertakes to perform, including repair, maintenance, installation, assembly, commissioning, training, consulting, software development, technical support, and services of a similar nature.
"Work": The physical execution activities that the Seller carries out at the Customer's premises, such as mechanical assembly, electrical and pneumatic connection, systems installation, equipment integration, and other physical interventions.
"Supply": Generic term that encompasses the set of Goods, Services and/or Works that constitute the object of a specific contract or order.
"Contractual Documentation": Set of documents that make up the legal relationship between the parties, in order of precedence: (i) particular conditions expressly agreed in writing; (ii) accepted order or formalized contract; (iii) technical specifications and documentation; (iv) these General Conditions; (v) commercial offer of the Seller.
"Work Center": Any area or space under the Client's control where the contracted Services or Work must be performed.
"Working Day": Any day from Monday to Friday that is not a public holiday according to the official calendar applicable at the place of execution.
"Defect": Any non-conformity of the Goods or Services with respect to the agreed Technical Specifications that prevents or hinders their use for the intended purpose.
"Force Majeure": Any unforeseeable and unavoidable event, beyond the reasonable control of the affected party, which makes it impossible or substantially hinders the fulfillment of contractual obligations, in accordance with Article 18.
Article 3. Communication and acceptance of the General Conditions
3.1 These General Conditions shall be deemed validly communicated to the Buyer from the moment any of the following circumstances occur: receipt of a commercial offer that refers to them; communication of the web address where they are published ( https://www.labelmarket.es/condiciones-de-venta/ ) ( www.labelfactory.eu/condiciones-de-venta ); receipt of these in the course of previous commercial relations; or their reference in delivery notes or invoices.
3.2 The Buyer's acceptance of these General Conditions will occur automatically through: acceptance of a commercial offer from the Seller that references them; issuance of an order addressed to the Seller; receipt of the Goods supplied without making reservations; commencement of the execution of the Services with the Buyer's consent; or payment of the price.
3.3 Any modification or exception to these General Terms and Conditions for a specific contract will require the express written agreement of both parties. Exceptions agreed upon for a specific transaction will not apply to other transactions.
CHAPTER II: FORMATION OF THE CONTRACT
Article 4. Commercial offers and budgets
4.1 The commercial offers, budgets, and quotations issued by the Seller are merely indicative and informative and are not legally binding on the Seller unless expressly stated otherwise with a specific validity period. In the absence of an express indication, the validity period will be thirty (30) calendar days from the date of issuance.
4.2 The information contained in commercial catalogs, advertising brochures, promotional material, websites, and sales presentations is for guidance and information purposes only and does not constitute a binding contractual offer. The Seller reserves the right to make technical modifications to incorporate technological advancements, comply with regulatory requirements, or adapt to component availability, provided that such modifications do not substantially affect the essential services contracted.
4.3 The budgets for Services or Works include estimates of hours, materials, and scope for guidance purposes. If additional needs not foreseen are detected during execution, the Seller will inform the Buyer and issue a supplementary budget before proceeding, except in cases of urgency.
Article 5. Orders and formalization of the contract
5.1 Every order from the Buyer legally constitutes a proposed contract or purchase offer subject to the Seller's acceptance. The contract is perfected only when the Seller issues written confirmation of acceptance of the order, at which point the offer and acceptance coincide in accordance with the Civil Code.
5.2 The Seller expressly reserves the right to refuse any order without needing to state a reason and without incurring liability, especially when there are doubts about the Buyer's solvency, overdue debts, history of defaults, errors in the order, lack of availability of the Goods, or an amount lower than the established minimums.
5.3 The scope of the Supply will be exclusively that specified in the accepted order. Any other services not expressly included will be the responsibility of the Buyer. Subsequent modifications will require written acceptance from the Seller, who may adjust prices, deadlines, and conditions.
Article 6. General Obligations of the Buyer
6.1 The Buyer undertakes to: provide truthful and complete information on its needs and technical requirements; actively collaborate by providing necessary information, documentation and access; promptly fulfill its payment obligations; use the Goods in accordance with the Seller's instructions; maintain the Goods in suitable condition; report incidents or defects within the established timeframes; and comply with applicable regulations regarding safety, the environment and data protection.
6.2 Failure by the Buyer to fulfill its obligations that causes delays, additional costs or damages to the Seller will entitle the Seller to the corresponding compensation, review of deadlines and, where appropriate, termination of the contract in accordance with the Civil Code.
CHAPTER III: INTELLECTUAL AND INDUSTRIAL PROPERTY
Article 7. Ownership and reservation of rights
7.1 The Seller is the owner or legitimate licensee of all intellectual and industrial property rights over: designs, plans, drawings, diagrams and technical specifications; software, source code, object code, firmware and technical documentation; know-how, processes, methodologies and procedures; trademarks, logos, trade names and distinctive signs; patents, utility models, industrial designs and protectable creations; offers, budgets, technical reports and generated documentation.
7.2 The sale of Goods or provision of Services does not imply the assignment or transfer to the Buyer of any intellectual or industrial property rights, beyond the right to use the Goods for their normal purpose. The Buyer acquires only a non-exclusive, non-transferable right of use limited to the agreed territory.
7.3 The Buyer is expressly prohibited, without the prior written authorization of the Seller, from: reproducing, copying or duplicating the Goods or technical documentation; reverse engineering, decompiling or disassembling products or software; modifying, adapting or creating derivative works; assigning, sublicensing or transferring acquired rights to third parties; using trademarks or distinctive signs of the Seller; removing or altering proprietary notices; using the offers or technical documentation to solicit offers from competitors.
7.4 Failure to comply with intellectual and industrial property obligations constitutes grounds for immediate termination of the contract, without prejudice to the Seller's right to exercise the civil and criminal actions that may be appropriate under the Intellectual Property Law, the Patent Law, the Trademark Law and other applicable regulations, and to claim damages caused.
CHAPTER IV: PRICES AND PAYMENT TERMS
Article 8. Prices
8.1 The prices indicated in the Seller's offers are net, expressed in euros, and do not include: Value Added Tax (VAT) or other indirect taxes; fees, duties or customs charges; special packaging, transport, insurance or storage costs, unless expressly indicated; installation, commissioning, training or additional unspecified services costs; additional technical documentation, special certificates or translations.
8.2 Once the order has been accepted, the prices will be considered fixed and not subject to revision, unless one of the following circumstances occurs: express agreement between the parties; delay attributable to the Buyer; modification of the scope at the request of the Buyer; suspension of the order by the Buyer; increase of more than 5% in costs of materials, components, transport or energy; variation of more than 3% in the exchange rate for prices in currency other than the euro; legislative, regulatory or normative modifications that impose additional obligations; delivery times exceeding twelve (12) months with application of revision formulas based on official indices.
8.3 For services quoted on an hourly basis, the number indicated is indicative and estimated; only the hours actually worked will be billed. Work outside of normal business hours (08:00 a.m. to 17:00 p.m., Monday to Friday) will be billed according to current rates.
Article 9. Payment Terms
9.1 Unless otherwise agreed, the payment term shall be thirty (30) calendar days from the invoice date, in accordance with the provisions of Law 15/2010 of July 5, which establishes measures to combat late payments in commercial transactions. Payment shall be made by bank transfer or other official payment instrument to the account indicated on the invoice, without any deduction for withholdings, unauthorized discounts, offsets, or bank charges.
9.2 The delay in payment will automatically accrue, without the need for prior notice or constitution in default: default interest at the rate established in article 7 of Law 3/2004 (legal interest rate of money increased by eight percentage points); compensation for collection costs of forty (40) euros per unpaid invoice in accordance with article 8 of Law 3/2004; expenses of claim and recovery of the credit, including fees of lawyers, solicitors and collection agencies.
9.3 Failure to pay or late payment shall entitle the Seller to: immediately suspend pending deliveries and provision of Services; declare all amounts due and payable immediately; demand advance payment or additional guarantees; terminate the contract automatically with compensation for damages; and pursue any applicable legal action. Filing a claim does not entitle the Buyer to suspend, withhold, or deduct payments.
Article 10. Billing
10.1 Invoices will be issued in accordance with current tax regulations. They will preferably be sent electronically. Billing milestones will be as agreed; in the absence of an agreement: Goods upon delivery; Services monthly or upon completion.
Article 11. Guarantees and payment sureties
11.1 The Seller reserves the right to require sufficient payment guarantees, especially for: initial orders from new customers; high-value orders; customers with a history of late payments; customers in precarious financial situations; and exports. Guarantees may consist of: an irrevocable and unconditional bank guarantee payable on first demand; advance payment; an irrevocable and confirmed letter of credit; or trade credit insurance. The costs of obtaining such guarantees will be borne by the Buyer.
CHAPTER V: DELIVERY AND TRANSFER OF RISK
Article 12. Delivery and execution deadlines
12.1 The delivery or execution times indicated are indicative and estimated, unless expressly agreed to be essential with the indication of penalties. They will be calculated from the order confirmation, provided that the Buyer has fulfilled its prior obligations: payment of advances, necessary information and documentation, licenses and permits, and establishment of guarantees.
12.2 The deadlines will be extended proportionally, without liability of the Seller, when: the Buyer requests modifications; the Buyer fails to comply with its obligations; force majeure occurs; permits are not obtained within the deadline; delays occur in supplies from third parties; the conditions of the Work Center prevent execution.
Article 13. Delivery conditions and transfer of risk
13.1 Unless otherwise agreed, the delivery terms for both domestic and international deliveries will be EXW (Ex Works) according to Incoterms® 2025. The risk of loss or damage is transferred to the Buyer at the time of delivery in accordance with the agreed Incoterms®.
13.2 If the Buyer does not collect the Goods on the agreed date: storage will be billed at the Buyer's expense and risk, with charges of 1% of the value per week. After thirty (30) days: the Seller may sell them to third parties, applying the proceeds to any outstanding debts, or terminate the contract, retaining any amounts received as compensation. Partial deliveries are authorized and may be billed separately.
Article 14. Reservation of title
14.1 The Seller expressly reserves ownership of the Goods supplied until full payment of the price, in accordance with the Civil Code and the Law on Installment Sales of Movable Goods.
14.2 Until full payment is received, the Buyer shall: act as a mere custodian with a duty of diligent safekeeping; keep the Goods identified and segregated; not sell, encumber, or assign the Goods; immediately notify the Seller of any liens or legal actions; allow the Seller access to inspect and remove the Goods; and maintain insurance against all risks. In the event of non-payment, the Seller may demand immediate restitution.
CHAPTER VI: GUARANTEES
Article 15. General Guarantee
15.1 The Seller warrants that the Goods and Services will conform to the agreed Technical Specifications and will be free from defects in design, materials and workmanship during the period established in Title II for each line of business.
15.2 The warranty obliges exclusively to the repair or replacement, at the Seller's option, of the defective elements, this being the Seller's only obligation and the Buyer's only remedy.
15.3 The following are expressly excluded from the warranty: normal wear and tear; improper use or use contrary to the instructions; negligence, accident or force majeure; improper maintenance or maintenance by unauthorized personnel; unauthorized modifications or repairs; damage from power surges, electrical discharges or inadequate electrical conditions; inadequate environmental conditions; use of unauthorized consumables, spare parts or materials; components from third-party manufacturers (manufacturer's warranty); integration with unvalidated third-party equipment or software; operation outside of specified parameters.
15.4 To exercise the warranty: written notification within ten (10) calendar days of discovery, with a detailed description, photographs, and circumstances; do not tamper with or attempt to repair without authorization. Repairs do not extend the original warranty; the repaired item will have a maximum of three (3) additional months of warranty coverage. Disassembly, transportation, and reinstallation costs are the responsibility of the Buyer, unless expressly agreed otherwise. Technical personnel travel expenses are billable.
15.5 Unless otherwise expressly stated in the sales contract or for the products indicated in Title II of this document, the warranty period will be one year (12 months).
CHAPTER VII: LIMITATION OF LIABILITY
Article 16. Limitation of liability
16.1 The total and cumulative liability of the Seller, its affiliated companies, directors, officers, employees, agents, subcontractors and suppliers, for all claims of any nature arising from the contract, whether for breach of contract, extra-contractual liability (including negligence), strict liability, breach of warranties or any other legal cause, shall in any case be limited to the total amount actually paid by the Buyer for the specific Goods or Services that are the subject of the claim.
16.2 In no event shall the Seller be liable, even if advised of the possibility thereof, for: indirect, incidental, special, punitive or consequential damages; loss of profits, revenue or savings; loss of production, sales, contracts or clientele; loss of data, information or software; damage to business reputation; costs of capital, downtime or substitute energy; costs of substitute products or services; fines, penalties or sanctions from third parties; third-party claims against the Buyer.
16.3 Liability for penalties due to delay: a maximum of 10% of the value of the affected order, constituting the only compensation payable for delay. These limitations reflect the agreed allocation of risks and have been taken into account in determining the price.
16.4 Nothing herein shall exclude or limit liability for: death or personal injury caused by willful misconduct or gross negligence; willful misconduct or fraud; liability which cannot be excluded under mandatory law.
Article 17. Compensation by the Buyer
17.1 The Buyer shall indemnify and defend the Seller against any and all claims, demands, proceedings, liabilities, damages, costs or expenses (including legal fees) arising from: the Buyer's breach of contract; improper or contrary use; the Buyer's failure to comply with regulations; third-party claims relating to the Buyer's products that form part of the Seller's Goods; infringement of intellectual property rights arising from the Buyer's specifications; damages caused to third parties by the use of the Goods.
CHAPTER VIII: FORCE MAJEURE
Article 18. Force Majeure Events
18.1 Neither party shall be liable for any failure to perform caused by force majeure events. Such events include, but are not limited to: natural disasters (earthquakes, tsunamis, floods, severe storms, volcanic eruptions, fires); public health emergencies (pandemics, epidemics, quarantines, health restrictions); conflicts (wars, acts of terrorism, insurrections, civil unrest); government actions (embargoes, sanctions, import/export restrictions, nationalizations, legislative changes with significant impact); supply disruptions (shortages of raw materials or components, power outages, supplier or transport strikes); labor disputes (strikes, work stoppages); cyberattacks (ransomware, DDoS, critical digital infrastructure failures); and infrastructure failures.
18.2 The affected party shall notify the other party of the event within five (5) business days, indicating its nature, the obligations affected, and the estimated duration, and shall take reasonable measures to mitigate its effects. The affected obligations shall be suspended, and the deadlines extended. If the event persists for more than ninety (90) days, either party may terminate the agreement without compensation, and any payments made shall be settled.
CHAPTER IX: CONFIDENTIALITY AND DATA PROTECTION
Article 19. Confidentiality obligations
19.1 Both parties agree to maintain strict confidentiality regarding all Confidential Information, which may only be used for the performance of the contract, may not be disclosed to third parties without written consent, and shall be protected with reasonable security measures. This obligation shall remain in effect for the duration of the contractual relationship and for five (5) years after its termination, or indefinitely for trade secrets.
19.2 Information in the public domain, previously known, legitimately obtained from third parties, independently developed, or that must be disclosed by legal obligation (with prior notification where possible) is excepted. The Seller may use the Buyer's name and basic project description as a commercial reference.
Article 20. Protection of personal data
20.1 Both parties shall comply with Regulation (EU) GDPR and Organic Law LOPDGDD. The Seller shall process the Buyer's personal data as data controller for contract management, handling inquiries, commercial communications (unless objected to) and compliance with legal obligations.
20.2 When the execution involves the Seller's access to the Buyer's personal data as the data controller, a data processing agreement will be entered into in accordance with the GDPR. Both parties will implement appropriate technical and organizational measures and will notify each other of any security breaches within seventy-two (72) hours.
CHAPTER X: CYBERSECURITY
Article 21. Cybersecurity Obligations
21.1 The Seller shall adopt reasonable security measures in accordance with the state of the art and applicable standards, including the National Security Scheme and NIS2 regulations.
21.2 The Buyer shall be responsible for: implementing and maintaining appropriate security measures in its infrastructure; keeping the Seller's products and software up to date; properly managing credentials and permissions; not disabling security features; protecting network-connected products; performing backups; and notifying detected security incidents.
21.3 The Seller shall not be liable for damages arising from: cyberattacks on the Buyer's systems; failure by the Buyer to comply with its cybersecurity obligations; failure to install security updates; vulnerabilities in systems not supplied by the Seller; unauthorized access due to improper credential management.
CHAPTER XI: TERMINATION OF THE CONTRACT
Article 22. Grounds for termination
22.1 The Seller may terminate the contract by right, by written notification, without the need for a court order and without prejudice to claiming damages, in the following cases: non-payment after fifteen (15) days from the due date; substantial breach not remedied within thirty (30) days from reliable notification; declaration of bankruptcy, application for pre-bankruptcy or insolvency proceedings; liquidation, dissolution, cessation of activity or substantial change of control of the Buyer; attachment of Goods under reservation of title; unjustified refusal or delay to receive Goods or allow performance; persistence of force majeure for more than ninety (90) days; infringement of intellectual or industrial property; serious breach of confidentiality; well-founded indications of risk of non-payment.
22.2 The Buyer may terminate by written notification in the event of: substantial breach by the Seller not remedied within thirty (30) days, provided that it is not a consequence of force majeure or breaches by the Buyer; delay exceeding sixty (60) days with respect to the essential contractual term, without force majeure or causes attributable to the Buyer; persistence of force majeure for more than ninety (90) days.
Article 23. Effects of the resolution
23.1 In the event of termination due to a cause attributable to the Buyer, the Buyer shall pay: the full amount of Goods delivered and Services provided; specific materials acquired or in manufacture; cancellation costs to suppliers and subcontractors; direct expenses incurred; compensation for damages, including lost profit margin, within the limits of Article 16.
23.2 In case of termination due to a cause attributable to the Seller: refund of amounts paid for Goods not delivered or Services not provided; compensation for proven direct damages, within the limits of Article 16.
23.3 In case of termination due to force majeure: payment for goods delivered, services provided and specific materials; each party assumes its own costs; without right to compensation.
Article 24. Order Cancellation
24.1 Once the order is confirmed, unilateral cancellation by the Buyer entails: before manufacturing, 25% of the total value; with manufacturing underway, 50% plus specific materials; with the product finished, 100%. For special or custom orders: a 25% surcharge. The specified Goods will remain at the Buyer's disposal; if they are not collected within thirty (30) days, the Seller may dispose of them without reducing the charges.
Article 25. Suspension of Supply
25.1 The Seller may suspend performance without liability in the event of: non-payment or delay in payment; failure of the Buyer to comply with cooperation obligations; lack of safety conditions at the Workplace; instructions that pose a risk to safety or regulatory non-compliance; indications of risk of non-payment.
25.2 During the suspension, the deadlines will also be suspended. If it lasts for more than sixty (60) days, the Seller may terminate the contract in accordance with Article 22. The Buyer may request a temporary suspension, which will require acceptance by the Seller and compensation for suspension costs, without affecting the payment deadlines.
CHAPTER XII: APPLICABLE LAW AND JURISDICTION
Article 26. Applicable legislation
26.1 These General Terms and Conditions and all contracts entered into under them shall be governed by and construed in accordance with Spanish law. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) and any other rule of private international law that might lead to the application of different legislation is expressly excluded.
Article 27. Dispute Resolution
27.1 The parties agree to attempt to resolve any dispute in good faith and through direct negotiation. In the absence of an agreement within thirty (30) days, the parties, expressly waiving any other jurisdiction, submit to the exclusive jurisdiction of the Courts of Bilbao (Bizkaia), Spain. However, the Seller reserves the right to take legal action at the Buyer's domicile to claim amounts owed or before any court for precautionary measures to protect intellectual property.
CHAPTER XIII: MISCELLANEOUS PROVISIONS
Article 28. Communications
28.1 Communications related to performance may be made by any means that provides proof of delivery. Formal notifications (breach of contract, termination, warranty claims) must be made in writing: email with acknowledgment of receipt, registered mail with proof of content, or certified letter with acknowledgment of receipt. They will be deemed received on the date of acknowledgment or, failing that, on the third business day following dispatch.
Article 29. Assignment of the contract
29.1 The Buyer may not assign or transfer the contract without the Seller's prior written consent. The Seller may assign the contract to companies within the Labelmarket Group or to third-party purchasers of its business, after prior notice, and may assign receivables to financial or factoring entities without the need for consent.
Article 30. Subcontracting
30.1 The Seller may subcontract in whole or in part without the Buyer's consent, maintaining full responsibility for quality, deadlines and compliance.
Article 31. Independence of clauses
31.1 If any provision is declared null or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the affected provision with a valid provision having equivalent effect.
Article 32. No waiver
32.1 Failure to enforce strict compliance with any provision shall not constitute a waiver of the right to enforce it in the future. No waiver shall be effective unless it is express and in writing.
Article 33. Integrity of the contract
33.1 These General Terms and Conditions, together with the specific Contractual Documentation, constitute the entire agreement between the parties, superseding any prior agreements, negotiations, or communications. Any modification will require a written agreement signed by authorized representatives.
TITLE II — SPECIFIC PROVISIONS BY LINE OF BUSINESS
CHAPTER I: AUTOMATIC LABELING EQUIPMENT
Article 34. Scope of application
34.1 The provisions of this Chapter apply to the sale of automatic labeling equipment and systems: automatic and semi-automatic labelers, applicators, print&apply systems, dispensers, rewinders, and related machinery.
Article 35. Technical Specifications
35.1 The technical specifications will be those indicated in the offer and technical documentation. Specifications in general catalogs are for guidance only. Performance figures (cadence, speed, accuracy) refer to ideal conditions with specified materials. The Buyer is responsible for verifying suitability for their application. The Seller reserves the right to make technical modifications for improvements or component availability.
Article 36. Equipment Warranty
36.1 Warranty Period: twelve (12) months from delivery or eighteen (18) months from shipment, whichever comes first. Covers defects in design, materials, and workmanship. Excluded: wear parts (belts, bearings, blades, heads), consumables, damage from unapproved consumables, improper installation not performed by the Seller, damage from power surges or improper electrical installation, contaminated compressed air, and out-of-specification environmental conditions. Travel expenses are not included unless expressly agreed upon. Third-party components: manufacturer's warranty.
Article 37. Installation, commissioning and training
37.1 Not included unless otherwise stated in the offer. When included: travel, accommodation and meals for technical personnel, assembly, connection, adjustments, testing, basic training. Hours: 08:00-17:00, Mon-Fri; outside of these hours with surcharges as per Article 8.3.
37.2 The Buyer shall provide at no cost: lifting equipment, testing equipment according to specifications, support personnel, adequate access, electrical supply (220V ±5% stabilized, differential and magnetothermal protection, correct earthing), compressed air supply (6 bar minimum, dry and filtered according to ISO 8573-1), specified environmental conditions.
37.3 If, after fifteen (15) days from notification of completion, the completion certificate is not signed for reasons not attributable to the Seller: equipment accepted and invoiced. If commissioning is not carried out within thirty (30) days from delivery for reasons beyond the Seller's control: installation completed with commencement of warranty and invoiced.
Article 38. Supply limits
38.1 Not included unless otherwise specified: civil works, foundations, anchors, electrical and pneumatic connections, vapor extraction, safety fencing, conveyors, connections to existing lines, management software, integration with the Buyer's systems. The Seller is not liable for defects due to inadequate foundations, faulty installations, or integration with third-party equipment.
CHAPTER II: TECHNICAL SERVICES, REPAIRS, ASSEMBLY AND INSTALLATIONS
Article 39. Scope of application
39.1 Applicable to: repairs (in workshop and in field), preventive and corrective maintenance, assembly, installation, commissioning, calibration, adjustment, modifications, improvements, modernizations, technical assistance, audits, diagnostics, training, consulting, and any related technical service.
Article 40. Scope of Services
40.1 The scope is exclusively that specified in the accepted order. Any additional work will be quoted before proceeding, except in cases of urgency. Additional needs may be identified during execution; the Seller will inform and quote for these needs, and in urgent cases may carry out essential work, informing the Client afterward.
Article 41. Rates and Billing of Services
41.1 Service Options: fixed price; paid by administration (effective hours according to rates plus materials and expenses); maintenance contract. Hour estimates are indicative. Billing minimums: 1 hour for on-site interventions (excluding travel), one (1) hour for remote or workshop interventions.
41.2 In addition to hours: travel expenses (kilometers, tolls, transport), per diem and accommodation, materials and spare parts according to current prices, rental of special equipment. Surcharges outside of normal hours as per Article 8.3. Emergency services (less than 24 hours): According to the current annual rate.
Article 42. Customer Obligations
42.1 The Client shall provide: secure access to facilities and equipment; clear working space; adequate lighting (500 lux minimum); ventilation and air conditioning; sanitary facilities, changing rooms, rest area, tool storage; adequate electrical supply; compressed air if required; technical information and documentation; risk information; permits and authorizations; qualified support staff when required.
42.2 If the Client provides auxiliary personnel, these personnel will remain under the Client's employment relationship and responsibility, fulfilling all legal, labor, social security, and occupational risk prevention obligations. Failure to comply will entitle the Seller to invoice additional costs, extend deadlines, suspend performance, or terminate the contract.
Article 43. Occupational safety and coordination of business activities
43.1 The Client, as owner of the Work Center, is responsible in accordance with the Law on Prevention of Occupational Risks, and coordination of business activities: to provide information on risks of the center, prevention and protection measures, emergency measures, coordination of preventive activities with designation of those in charge, coordination documentation.
43.2 The Seller shall provide: risk assessment, preventative planning, employee training information, medical fitness certificates, delivery of Personal Protective Equipment (PPE) as specified in the Risk Assessment for the Seller's job positions, and required documentation. The Seller's personnel shall comply with the Client's safety regulations.
43.3 The Seller is entitled to halt work if it considers that there is a serious and imminent risk to the safety of its personnel. In the event of a work stoppage for safety reasons not attributable to the Seller, the Seller shall be entitled to compensation for lost hours, travel expenses, per diem, equipment downtime, and extensions of deadlines.
43.4 The Customer shall indemnify the Seller against any liabilities, penalties, claims or costs arising from the failure to comply with its obligations regarding occupational safety or coordination of business activities.
Article 44. Implementation deadlines
44.1 Estimated nature unless otherwise agreed. Prices may be modified without liability by the Seller due to: modifications by the Client; lack of access, information, collaboration or permissions; non-payment; inadequate security conditions; additional needs detected; force majeure; circumstances beyond the Seller's control.
Article 45. Suspensions
45.1 If work is suspended for reasons beyond the Seller's control, the Seller shall be entitled to compensation for lost hours, waiting time, travel expenses, per diem, equipment downtime; payment for work already completed; and extension of deadlines. The Client shall notify the Seller of any foreseeable suspensions at least forty-eight (48) hours in advance. Suspensions exceeding ninety (90) days shall give the Seller the right to terminate the contract.
Article 46. Inspection and acceptance
46.1 Inspection Period: The buyer will have five (5) business days from completion to communicate any non-conformities in writing. Tacit acceptance will be understood if the period elapses without communication; the work order is signed without reservation; the inspected equipment is used; or the agreed-upon tests are passed. Acceptance initiates the warranty period.
Article 47. Service Guarantee
47.1 Three (3) months from the completion of the service. Covers defects and errors in execution attributable to the Seller, consisting of rework of defective materials. Excluded: normal wear and tear, inadequate maintenance, use of non-conforming consumables, modifications by third parties, improper use, pre-existing defects. Dismantling, transport, and reinstallation costs are the responsibility of the Client. Travel expenses are billable unless expressly agreed upon.
Article 48. Maintenance Services
48.1 General conditions: the minimum duration will be twelve (12) renewable months, with monthly, quarterly or annual installments paid in advance, annual review according to the CPI, exclusion of wear parts and consumables, response times according to the modality. Failure to pay any installment entitles the service to be suspended and terminated.
CHAPTER III: CUSTOM AND IN-HOUSE DEVELOPMENT SOFTWARE
Article 49. License to use
49.1 Non-exclusive, non-transferable license, limited to the agreed territory and users. It does not include: sublicensing, distributing, modifying, adapting, reverse engineering, removing proprietary notices, using for competing products, or exceeding the scope of use. Violation of these terms entitles the license holder to revoke the license and terminate the agreement.
Article 50. Software Warranty
50.1 Twelve (12) months from delivery or production launch. Covers bug fixes that prevent use according to specifications. Excluded: errors due to unauthorized modifications, incompatibility with third-party systems, use outside of specifications, damage from malware, data loss. During the warranty period: bug fixes and minor updates are free of charge; new versions or features will be quoted separately.
Article 51. Custom Developments
51.1 Phases: requirements specification, functional analysis approved by the Client, development, testing, delivery. Intellectual property of the Vendor, who grants a license for use; assignment of rights requires an express agreement and compensation. Changes during development through change control: written request, impact assessment, formalization. Acceptance through agreed test plan; after five (5) days without communication of nonconformities: development accepted.
Article 52. Specific limitations
52.1 Software provided "as is". The Vendor does not guarantee uninterrupted, error-free operation or universal compatibility. No liability for: data loss (the Customer maintains copies), interruptions, integrations, or decisions based on software output. Maximum liability is limited to error correction, replacement with a corrected version, or a license refund.
CHAPTER IV: CONSUMABLES (LABELS, RIBBON, INKJET)
Article 53. Specifications and compatibility
53.1 The Customer is responsible for verifying specifications and compatibility with their equipment and applications before placing bulk orders. The Seller does not guarantee compatibility with unvalidated third-party equipment. Sample testing is recommended for critical applications.
Article 54. Storage conditions
54.1 Storage shall be carried out by the Buyer in accordance with the technical data sheet for each product. General conditions: temperature 15-25°C, humidity 40-60%, protection from sunlight, horizontal storage for rolls, away from ozone, solvents or substances that may affect the materials. Failure to comply releases the Seller from liability.
Article 55. Warranty of consumables
55.1 According to the expiration date or, if no date is indicated: labels three (3) months, ribbon three (3) months, inks according to packaging. Covers manufacturing defects. Excluded: deterioration due to improper storage, use on incompatible equipment, incorrect settings, combination with non-validated consumables, use after the expiration date, results in unreported applications. Maximum liability: replacement or refund.
Article 56. Claims
56.1 Visible defects: The buyer has seven (7) calendar days from receipt to report defects and must send photographic evidence. Functional defects: seven (7) calendar days from detection, with order number, batch, description, equipment, condition, and photographs. Retain defective material and packaging.
Article 57. Special Orders
57.1 Customized consumables: These are non-refundable and non-cancellable once manufacturing has begun. Subject to minimum quantities, specific deadlines, and proof approval within five (5) calendar days (the Buyer's silence will be considered tacit approval). Quantity variations of ±10% are acceptable and billable.
CHAPTER V: HARDWARE FOR AIDC
Article 58. Hardware Warranty
58.1 According to the manufacturer's period; in the absence of an indication, twelve (12) months. Management in accordance with the manufacturer's conditions. Components with reduced warranty: batteries (6 months or charging cycles), printheads (by mileage), screens, cables, accessories. Additional exclusions: damage from drops, liquids, overvoltage, non-original chargers, unauthorized opening, cosmetic wear.
Article 59. Configuration and commissioning
59.1 Supplied hardware is delivered unconfigured unless expressly agreed. Not included are: configuration, software installation, integration with the Customer's systems, and training. The Customer is responsible for verifying compatibility with their infrastructure.
Article 60. Firmware Updates
60.1 The Seller will inform you of available updates. Installation is the Customer's responsibility. The Seller will not assume responsibility for problems arising from installation by the Customer, failure to install recommended updates, or incompatibilities.
Article 61. Technical Support
61.1 During warranty: First-level support (telephone and email assistance, diagnostics, guidance, escalation to the manufacturer). Hours: 08:00-17:00 Monday to Thursday and 08:00-14:30 on Fridays, excluding holidays. Post-warranty support is available at current rates.
FINAL PROVISIONS
First. These General Terms and Conditions of Sale and Provision of Services come into effect on January 1, 2026 and will apply to all orders accepted and contracts formalized from that date.
Second. These Terms and Conditions supersede and render null and void any previous version of the general terms and conditions of sale and provision of services of LABELMARKET, SLU and LABELFACTORY, SLU
Third. The full and updated text will be available at www.labelmarket.es/condiciones-de-venta and at www.labelfactory.eu/condiciones-de-venta.
Fourth. The Seller reserves the right to modify these Terms at any time. Modifications will apply to orders accepted after their publication.
Fifth. In case of discrepancy between versions in different languages, the Spanish version shall prevail.
In Bilbao, on January 1, 2026
LABELMARKET GROUP
LABELMARKET, SLU
LABELFACTORY, SLU
