ICC INTERNATIONAL SALES CONTRACT MODEL

(Manufactured goods intended for resale)

B. GENERAL CONDITIONS
General conditions of sale CCI
Article 1 General information

1.1. these general terms and conditions have been prepared in order to be applied together with
specific conditions (part A) of ITC model of contract of international sale (manufactured goods
intended for resale). However, they may also be used in any contract of sale.
When using the General conditions (part B) irrespective of the specific conditions (part A), any
remission in part B to part A be construed as a reference to the specific conditions agreed by the
parties. Where there is a contradiction between these general conditions and the specific
conditions agreed between the parties, shall govern the specific conditions.

1.2 questions relating to performance of this contract that were not expressly or impliedly
contemplated by the provisions of this agreement (i.e., the General conditions, or the specific
agreed by the parties) shall be governed by the following standards:
· The United Nations Convention on contracts for the sale and purchase
International goods (Vienna Convention of 1980, hereinafter CCIM)
· The reference to the law of the country where the seller has his principal place of business, in
that the issue was not covered by the CCIM.

1.3. the terms or trade provisions (as for example, EXW, FCA, etc.) shall be interpreted according
to the terms and provisions of Incoterms published by the ICC.
1.4 referrals to the ITC publications refer to the version in force on the date of the conclusion of
the contract.

1.5. any modification of the contract will be valid if it has not been accepted or in writing.
However, the behavior of one of the parties may deprive the other party that that provision is
invoked if one relied on such behavior.

Article 2 characteristics of the goods

2.1 States that any information relating to the goods and its use as a weight, dimension, volume,
price, color, and any other information that can be included in the catalogue, prospectus,
circular, advertising, illustration or vendor rate, It will take character Contracture, unless
expressly referred to in the contract

2.2. unless otherwise provided, the buyer does not have any rights of intellectual and industrial
property on computer programs (software), drawings, etc., that may be available. The seller
shall be the sole owner of the
Rights of intellectual property concerning the goods.

Article 3 goods before dispatch Control

If the parties agree that the buyer is entitled to inspect the goods prior to dispatch, the seller
shall notify the buyer that the products are ready to be tested in place agreed, within a
reasonable time prior to this expedition.
Article 4-price

4.1. in the absence of specific provisions on the price, the seller fees that are in force at the time
of the conclusion of the contract shall apply. If not there is a rate established, shall apply the
prices in force for products of the same type at the time of the conclusion of the contract.

4.2. unless otherwise provided, the price not includes VAT and can not be modified.

4.3. the price indicated in art. A-2 (contractual price) includes costs that are provided by the
seller under this agreement. Accordingly, on the assumption that the seller had supported
expenses which, in accordance with this agreement, corresponded to the buyer (for example,
costs of transportation or insurance in case of sale EXW oFCA) the amount of such costs is not
included in the price that contained in art. A-2 and the buyer shall reimburse to the seller.

Art 5 payment terms

5.1. unless it is express in the opposite direction, or as a result of a practice

established between the parties on the occasion of previous agreements, price and payment of
the remainder of amounts payable by the buyer to the seller shall be made way deferred in the
30 days following the date of invoice. The amount due will be transferred except
disposición expresa a la cuenta bancaria del vendedor en el país del vendedor. Se considerará
que el comprador ha satisfecho su obligación de pagar cuando dichas cantidades hayan sido
recibidas por el banco del vendedor en fondos inmediatamente
disponibles.

Art 6. Intereses de demora

6.1 If a party does not pay a sum of money when it falls due the other party is entitled to interest
upon that sum from the time when payment is due to the time of payment.

6.2. unless otherwise agreed, the interest rate should be 0.25% above the average of the bank
credit in the short term for the currency of payment instead of payment increased by 0.; If you
do not have this kind of interest in this place, will be applied the same type as the State of the
currency of payment. If not possible, the latter will apply the appropriate rate determined by
the law of the State of the currency of payment.

Article 7 retention of title clause

When there is a clause of reservation of title agreed upon between the parties, the goods will
be property of the seller until full payment of the price by the buyer, unless otherwise provided.

Article 8 contractual date of delivery

Unless otherwise specified, delivery will take place "at the factory" (EXW)

Article 9 documents

Unless otherwise provided, the seller must make the buyer documents eventually listed in the
Incoterm, conforming documents to previous contractual practice.

Article 10 solutions to the problems of lack of delivery or late delivery

10.1 when there is in the delivery of the goods, the buyer has the right to claim compensation
for an amount of 0.5% or any other percentage agreed upon by the parties on the price of the
product, by week of delay, and on condition that the purchaser has notified the seller this delay.
This notification of the delay must be within 15 days to the date agreed upon for the delivery,
and the compensation will be calculated from the agreed date of delivery or the last day of the
period agreed for delivery. If the buyer notifies the delay after 15 days after the agreed date for
delivery, compensation will be calculated from the date of the notification. The amount of
compensation for delay in delivery may not exceed 5% of the price of the goods in question or
any other maximum amount that would have been able to agree.

10.2 If the parties have agreed a date of termination of the contract in the article A-9, the buyer
may resolve, by means of a notification to the seller, the sale of products that had not been
delivered on that date for the reason that is (even by force wholesale).

10.3. when article 10(2) is not applicable and the seller has not delivered merchandise at the
moment in which the purchaser is entitled to require the maximum amount of the indemnity
calculated pursuant to article 10(1), this may give notice in writing his will of settle the purchase
of the products in question if they are not delivered within 5 days upon receipt of this
notification by the seller.

10.4 If the contract is resolved by virtue of articles 10.2 and 10.3, the buyer can claim, in addition
to the quantities to which is entitled pursuant to article 10(1), compensation by all additional
prejudice with the limit of 10% of the
price of the goods not delivered.

10.5. the compensation for damages referred to in this article are exclusive of late delivery or
non-delivery.

Article 11 non-conformity of the goods

11.1. the buyer will examine the goods as soon as possible upon arrival at destination, and
It shall notify the seller in writing any lack of conformity in the 15 days following the date you
discovered or had due to discover the lack of conformity. In any case the buyer can claim
compensation for lack of conformity if it has not notified the seller in the 12 months following
the date of arrival of the goods to the agreed destination.

11.2 in the event that existed between the goods delivered and agreed common, and minor
differences with respect to the affected market or to trade relations between the parties, the
goods shall be regarded as conforming. However, the buyer shall be entitled to an eventual
reduction in the price which could be done routinely in this type of market or previous relations
between the parties.

11.3 when the products do not conform and buyer, having notified the seller non-conformity in
accordance with article 11(1) decide not to keep them, the seller will have several options:
(a) replace merchandise with products free of charge for the buyer.
b) remedy the lack of conformity of os products free of charge for the purchaser
(c) refund to the buyer the price paid for the nonconforming goods resolved so the sale of non-
compliant products.

Buyer shall be entitled to compensation from the type of the calculated in article 10(1) a week
elapsed between the date of the notice of lack of conformity as provided for in article 11(1) and
the effective replacement of products with arrangements to the article 11.3 (a) or the correction
of the lack of conformity according to article 11.3 (b). These indemnities may be added to that
buyer has been entitled pursuant to article 10(1), but not never exceed a total of 5% of the price
of the products in question.

11.4 If seller does not meet its obligations under article 11.3 in the moment in which the buyer
achieve maximum compensation to which is entitled in accordance with the same article (5% of
the total price of the goods), this may give notice by written to the seller his willingness to
resolve the contract for lack of conformity of the products, unless they are replaced or remedied
the lack of conformity in the 5 days following receipt of the notice by the seller.

11.5. If the contract is resolved in accordance with the articles 11.3 11.4, or (c) the buyer shall
be entitled to require, in addition to the amounts paid or payable in accordance with article 11.3
for eventual delay in the fulfilment of its obligations, other compensation Supplemental not to
exceed 10% of the price of the non-compliant products.

11.6 If the buyer decides to retain non-compliant products, shall be entitled to a refund of an
amount equal to the difference between, on the one hand, the value of the products that had
been due der delivered, in accordance with the provisions of the contract, in place agreed target,
and on the other hand the value of products effectively delivered in that place; This difference
may not exceed 15% of the price of the products actually delivered.

11.7. unless provided otherwise, prior compensation under article 11 shall exclude any other
compensation under the lack of conformity.

11.8 Unless otherwise provided, no action by judicial or arbitral means may be undertaken by
the buyer for lack of conformity 2 years after the arrival of the goods at destination. It is
expressly established that after the explanation of this term, the buyer can not invoke the lack
of conformity of the merchandise or file any counterclaim to defend against a possible action of
the seller against him for breach of contract.

Art. 12 cooperation between the parties

12.1 The buyer will promptly inform the seller of any claim made to him by his clients or third
parties, on the products supplied or the intellectual property rights that may be derived.
12.2 The seller will promptly inform the buyer of any claim that affects the latter's responsibility.
Art 13 Force majeure

13.1 The parties will not be responsible for the breach of any of their obligations, it will be
demonstrated that:
- the breach was caused by an impediment beyond his control
- could not reasonably foresee such impediment and its effects, on its ability to fulfill obligations
at the time of conclusion of the contract.
- could not reasonably avoid or overcome this impediment or at least its effects.

13.2 The party invoking the exoneration of its responsibility shall inform the other party, as soon
as it becomes aware of the impediment that falls on its capacity to fulfill the commitment. It
must also notify the end of the event that
it constitutes the greatest force.
The breaching party, not having notified any of this information, must face compensation for
the damages and prejudices caused and that could have been avoided.
13.3 Without hindering the application of Article 10.2, a reason for exemption from liability, by
virtue of this clause, exempts the party that has breached any liability that gave rise to
compensation for damages and prejudices and
contractual sanctions, except for the payment of interest accrued for the amounts due, and as
long as this reason subsists.
13.4 If the reasons for the exemption subsist after six months, any party may terminate the
contract, after notifying the other party.

Art. 14 Dispute settlement

14.1 Unless otherwise provided, all disputes arising from this model contract will be resolved in
accordance with the Arbitration Rules of the International Chamber of Commerce by one or
more arbitrators appointed in accordance with said Regulation.

14.2 The arbitration clauses will not prevent the parties that request by means of precautionary
or conservatory before the courts.