These Commercial Terms & Conditions (“Terms”) apply to the quotation, sale, manufacture, engineering, supply, delivery, installation, installation supervision, inspection, testing, commissioning assistance, technical services and other commercial activities provided by Euroslot Pars (“ESP”, “Euroslot Pars”, “Company”, “we”, “us” or “our”).

These Terms are intended primarily for business-to-business transactions involving industrial equipment, components, engineering products and related services, including but not limited to Reactor Internals, Separation Internals, Tower Internals, Filtration, Special Equipment, Packages, and other engineered or manufactured products and services.

These Terms shall apply unless expressly superseded or modified by a written agreement signed by an authorized representative of Euroslot Pars.

No term, condition or provision contained in a Client's purchase order, vendor registration, procurement portal, specification, standard purchasing conditions or other document shall modify or supersede these Terms unless expressly accepted in writing by an authorized representative of Euroslot Pars.

For purposes of these Terms:

“Company” or “ESP” means Euroslot Pars.

“Client” or “Buyer” means the legal entity purchasing Products or Services from ESP.

“Products” means any goods, equipment, components, assemblies, industrial products, manufactured items or engineered products supplied by ESP.

“Services” means engineering, inspection, testing, installation, installation supervision, commissioning assistance, technical support and any other services expressly agreed by ESP.

“Contract” means the written agreement, purchase contract or other legally binding document accepted by ESP.

“Purchase Order” or “PO” means the Client's purchase order expressly accepted by ESP.

“Quotation” or “Commercial Offer” means ESP's written commercial offer issued to the Client.

“Technical Documents” means drawings, specifications, datasheets, calculations, reports, manuals, procedures, models and other technical information supplied by ESP.

“Site” means the location designated by the Client for delivery, installation, inspection, commissioning or provision of Services.

“Delivery” means delivery as determined by the applicable Contract, Purchase Order, Quotation and/or agreed Incoterm.

“Business Day” means a working day applicable to ESP's place of business, excluding officially recognized holidays.

A Contract shall become binding upon written acceptance by ESP or upon the occurrence of any other event expressly identified by ESP as constituting acceptance.

ESP shall not be bound by any Client Purchase Order until such Purchase Order has been expressly accepted by ESP.

Any quotation issued by ESP shall be subject to the validity period expressly stated therein. Unless otherwise stated in writing, a quotation is not an acceptance of any purchase order and does not create a binding obligation to supply.

ESP reserves the right to correct clerical, typographical, technical or pricing errors in any quotation prior to acceptance.

Unless otherwise expressly agreed in writing, the following order of precedence shall apply:

• The signed Contract or written agreement;
• Written amendments or Change Orders signed by authorized representatives;
• ESP's accepted Commercial Offer or Quotation;
• The accepted Purchase Order, only to the extent expressly accepted by ESP;
• Approved Technical Specifications and Drawings;
• These Commercial Terms & Conditions;
• Other documents incorporated by express written reference.

Any Client document shall not supersede an ESP document merely because it is issued later in time.

In the event of any conflict, the higher-ranking document shall prevail to the extent of the conflict.

Products shall be manufactured or supplied in accordance with the specifications expressly stated in the applicable Contract, Quotation, approved drawings, datasheets or other documents accepted by ESP.

ESP shall not be responsible for requirements, specifications, dimensions, operating conditions or performance criteria that were not expressly disclosed to and accepted by ESP.

Any information supplied by the Client shall be accurate, complete and suitable for the intended purpose.

ESP shall be entitled to rely upon Client-provided information without independent verification unless verification is expressly included in ESP's scope.

ESP shall not be liable for any consequence resulting from inaccurate, incomplete, late or misleading information supplied by the Client.

The Client shall provide ESP, in a timely manner, with all information, approvals, drawings, specifications, operating data, access, permits, decisions and other cooperation reasonably required for performance of the Contract.

Any failure, delay or omission by the Client shall entitle ESP to an appropriate extension of time and, where applicable, recovery of additional costs and expenses.

The Client shall remain responsible for the accuracy and completeness of all Client-supplied information.

Unless otherwise stated in writing, prices quoted by ESP apply only to the scope expressly identified in the applicable Quotation or Contract.

Any item, service, material, document, inspection, testing, transportation, installation activity or other requirement not expressly included in the agreed scope may be charged separately.

Prices are exclusive of taxes, duties, customs charges, governmental fees, withholding taxes, bank charges and other charges unless expressly stated otherwise.

Any increase in costs arising from changes in law, governmental requirements, taxation, duties, transportation costs, material costs or other circumstances occurring after the date of quotation may be subject to adjustment where permitted by the Contract or applicable law.

Payment terms, payment milestones, currency, banking arrangements and other financial conditions shall be those expressly stated in the applicable Contract, Quotation or Purchase Order accepted by ESP.

All payments shall be made in full, without unauthorized deduction, withholding, counterclaim or set-off, except where such deduction is mandatory under applicable law.

If the Client fails to make a payment when due, ESP may, without prejudice to any other rights:

suspend manufacturing;

suspend engineering activities;

suspend delivery;

suspend Services;

withhold documents;

postpone shipment;

suspend site mobilization; and/or

recover reasonable additional costs resulting from such suspension or delay.

Any payment suspension caused by the Client shall entitle ESP to an appropriate extension of the delivery or completion schedule.

Where Client approval of drawings, documents or technical information is required, the Client shall provide such approval or comments within the period specified by ESP or the applicable Contract.

Any delay in Client approval shall automatically extend the relevant schedule to the extent affected.

Once a drawing, specification or document has been approved by the Client, ESP shall be entitled to proceed based on such approval.

Any subsequent change requested by the Client may constitute a Change Order and may result in additional costs and schedule extension.

No modification, addition, deletion, deviation or change to the agreed scope shall be binding upon ESP unless confirmed in writing by an authorized representative of ESP.

A Client-requested change may result in:

additional engineering costs;

additional material costs;

additional manufacturing costs;

additional inspection or testing costs;

additional transportation costs;

additional site costs; and/or

extension of the delivery or completion schedule.

ESP shall have no obligation to implement a requested change until the applicable commercial and technical consequences have been agreed in writing.

Verbal instructions, informal communications or instructions issued by unauthorized personnel shall not amend the Contract.

ESP shall manufacture Products in accordance with the agreed technical requirements and its applicable manufacturing and quality-control procedures.

Manufacturing schedules are based on timely receipt of required information, approvals, payments, materials and Client cooperation.

ESP shall not be responsible for manufacturing delays caused by:

Client delays;

delayed approvals;

changes requested by the Client;

non-payment;

third-party inspection delays;

force majeure;

transportation disruption;

governmental restrictions; or

other circumstances beyond ESP's reasonable control.

ESP shall perform quality-control activities in accordance with the applicable Contract, approved Inspection and Test Plan (“ITP”), specifications and ESP's applicable quality procedures.

Where inspection by the Client or a third-party inspector is required, the Client shall ensure that the inspector is available at the agreed time.

If the Client or its appointed inspector fails to attend an agreed inspection without sufficient prior notice, ESP may proceed with the relevant inspection or manufacturing activity and shall not be responsible for resulting delays.

Additional inspections, tests or documentation not expressly included in the agreed scope may be subject to additional charges.

Any alleged non-conformity shall be notified to ESP in writing with sufficient technical evidence to permit investigation.

The Client shall provide access to the relevant Product, records, operating data, photographs, inspection reports and other information reasonably required by ESP.

ESP shall have the right to investigate and determine whether the alleged non-conformity is attributable to ESP.

Where a valid manufacturing or workmanship defect is confirmed within the applicable warranty, ESP's obligation shall be limited to the remedies expressly provided under Section 18.

ESP shall package Products in accordance with the packaging requirements agreed in the applicable Contract.

Unless otherwise expressly agreed, ESP shall not be responsible for special storage conditions, preservation or long-term storage after Delivery.

The Client shall inspect packaging and Products upon receipt and shall take all reasonable measures necessary to prevent damage caused by improper storage, exposure, handling or environmental conditions.

Any special preservation, packing, corrosion protection or storage requirement requested by the Client and not included in the original scope may be charged separately.

Delivery shall be governed by the delivery term expressly stated in the applicable Contract, Quotation or Purchase Order.

Where an Incoterm is used, the applicable rule shall be interpreted in accordance with Incoterms® 2020, together with the specifically named place or port stated in the applicable Contract.

Examples may include:

• EXW — Ex Works;
• FCA — Free Carrier;
• FOB — Free On Board;
• CIF — Cost, Insurance and Freight;
• CIP — Carriage and Insurance Paid To;
• DAP — Delivered at Place;

or another Incoterms® 2020 rule expressly agreed by the parties.

No Incoterm shall be implied merely because it has been used in a previous transaction.

The applicable Incoterm, named place or named port, and any special delivery conditions must be expressly stated in the applicable commercial document.

Incoterms® 2020 allocates defined delivery responsibilities, costs and risks between seller and buyer; therefore, the specific rule and named place are material parts of the applicable transaction.

Any delivery or completion date shall be based on the assumptions and conditions stated in the applicable Contract or Quotation.

Unless expressly stated otherwise in writing, delivery dates shall not be interpreted as unconditional guarantees independent of Client obligations.

ESP shall be entitled to an extension of time where delay is caused directly or indirectly by:

late payment;

delayed approval;

delayed technical information;

Client-requested changes;

delayed inspection;

site unavailability;

transportation disruption;

governmental action;

import/export restrictions;

force majeure;

third-party delays beyond ESP's control; or

any other Client-caused or uncontrollable event.

Any additional cost resulting from Client-caused delay may be charged to the Client.

ESP shall perform installation, installation supervision, commissioning assistance or technical services only to the extent expressly included in the applicable Contract.

Where ESP provides supervision only, the Client or its appointed contractor shall remain responsible for actual execution of the installation.

Unless expressly included in ESP's scope, the Client shall provide:

safe and unrestricted site access;

required work permits;

lifting equipment and cranes;

scaffolding;

temporary facilities;

electrical power;

lighting;

qualified local labor;

tools and consumables;

transportation within the Site;

storage facilities;

accommodation and transportation of ESP personnel where agreed to be Client's responsibility; and

all other site facilities expressly identified as Client responsibilities.

ESP shall not be responsible for the acts, omissions, workmanship or safety performance of Client personnel, subcontractors or other third parties not under ESP's direct control.

The Client shall ensure that the Site is fully ready before ESP personnel are mobilized.

Unless otherwise agreed in writing, the Client shall provide written confirmation of Site readiness at least 14 calendar days before the planned mobilization date.

Site readiness shall include, as applicable:

access to the work area;

necessary permits;

completed preparatory works;

available lifting equipment;

completed scaffolding;

safe working conditions;

required utilities;

required shutdown or isolation conditions;

availability of equipment to be worked on;

HSE induction and approvals; and

availability of Client personnel required for coordination.

If the Site is not ready when ESP personnel arrive, ESP may suspend or postpone the Services.

Any resulting standby, demobilization, remobilization, additional accommodation, transportation, labor, engineering or other reasonable costs may be charged to the Client, subject to the applicable Contract and applicable law.

The Client shall provide ESP personnel with the applicable Site Health, Safety and Environmental (“HSE”) requirements before mobilization.

The Client shall ensure that the Site provides safe working conditions and the necessary permits, access controls and emergency arrangements.

ESP personnel shall comply with applicable Site HSE rules that have been properly communicated to them.

ESP reserves the right to suspend work where ESP reasonably determines that conditions present a serious safety risk to its personnel.

Any resulting schedule or cost impact arising from unsafe Site conditions shall be treated in accordance with the applicable Contract.

Unless otherwise expressly stated in the applicable Contract, the warranty period, scope and conditions shall be those expressly specified in the applicable Contract, Quotation or Purchase Order.

Unless the applicable Contract expressly provides otherwise, the warranty period shall commence from the date of Delivery.

Installation, commissioning, first operation, acceptance testing or commencement of commercial operation shall not postpone the commencement of the warranty period unless expressly agreed in writing.

The warranty applies only to defects demonstrably attributable to ESP's manufacturing workmanship or materials supplied by ESP, within the agreed design and operating conditions.

The warranty does not cover defects, damage or failure caused by:

• improper installation;
• installation not performed or supervised by ESP where ESP supervision was contractually required;
• improper operation;
• operation outside specified design conditions;
• misuse;
• negligence;
• unauthorized modification;
• repair by unauthorized persons;
• mechanical damage;
• abnormal vibration;
• excessive temperature or pressure;
• chemical attack or corrosion outside specified material limits;
• unsuitable process conditions;
• fouling or contamination;
• improper transportation after risk has transferred to the Client;
• improper storage;
• normal wear and tear;
• consumable components;
• failure of equipment supplied by third parties;
• Client-provided materials or information; or
• any other cause not attributable to ESP.

Where a valid warranty claim is established, ESP may, at its option and to the maximum extent permitted by applicable law:

• repair the defective Product;
• replace the defective Product or component;
• re-manufacture the defective component; or
• provide an appropriate technical correction.

The foregoing remedies shall constitute the Client's primary contractual remedies for a valid warranty claim unless otherwise expressly agreed in the applicable Contract.

The Client shall notify ESP in writing promptly after discovering an alleged warranty defect.

The notification shall include sufficient information to identify:

• the Product;
• serial number or tag number, where applicable;
• date of Delivery;
• operating conditions;
• description of the alleged defect;
• photographs and supporting evidence where available; and
• relevant inspection or operating records.

The Client shall provide ESP reasonable access to the affected Product for inspection and investigation.

No repair, modification, dismantling or replacement of a claimed defective component shall be performed without prior written authorization from ESP where such action could affect ESP's ability to investigate the claim.

Unless expressly agreed otherwise in writing, warranty obligations shall not include:

• removal of Products from service;
• dismantling;
• access arrangements;
• scaffolding;
• cranes or lifting equipment;
• reinstallation;
• site restoration;
• transportation;
• accommodation;
• travel expenses;
• production losses;
• plant shutdown costs; or
• other consequential or indirect costs.

Such costs shall remain the Client's responsibility unless expressly included in the applicable Contract.

All intellectual property rights owned or developed by ESP, including but not limited to:

• engineering methodologies;
• calculations;
• designs;
• drawings;
• CAD files;
• 3D models;
• manufacturing methods;
• technical procedures;
• know-how;
• software;
• documentation;
• templates;
• and proprietary technical information

shall remain the property of ESP unless expressly transferred by a written agreement signed by an authorized representative of ESP.

Unless expressly agreed otherwise, delivery of technical documents does not constitute transfer of ownership or intellectual property rights.

The Client shall not reproduce, disclose, distribute, reverse engineer, manufacture through third parties, commercialize or otherwise use ESP's proprietary technical information for purposes other than the specific project for which it was supplied.

Each party shall protect confidential information received from the other party.

ESP's confidential information includes, without limitation, proprietary drawings, designs, calculations, manufacturing information, pricing, commercial conditions, technical methods, know-how and other non-public information.

The Client shall not disclose ESP confidential information to third parties except to its personnel, professional advisers or contractors who require such information for the relevant project and are subject to appropriate confidentiality obligations.

The confidentiality obligations shall survive completion or termination of the Contract for so long as the relevant information remains confidential and proprietary.

Each party shall be responsible for complying with laws and regulations applicable to its own activities and obligations.

The Client shall obtain all import licenses, permits, customs clearances, governmental approvals and other authorizations required in the destination country unless the applicable Incoterm or Contract expressly assigns such responsibility to ESP.

ESP shall not be required to perform any action that would violate applicable mandatory law, governmental restrictions or legally binding regulatory requirements.

Where performance becomes unlawful or commercially impossible due to applicable governmental restrictions, sanctions, export/import controls or other mandatory legal requirements, ESP may suspend performance until the matter is resolved or, where legally permitted, terminate the affected portion of the Contract without being liable for consequences arising solely from such legal restriction.

ESP shall not be liable for delay, non-performance or increased costs to the extent caused by events beyond its reasonable control.

Force Majeure events may include, without limitation:

• natural disasters;
• earthquake;
• flood;
• fire;
• epidemic or pandemic;
• war;
• civil unrest;
• terrorism;
• governmental action;
• changes in law;
• sanctions or legally applicable trade restrictions;
• export or import restrictions;
• port closure;
• transportation disruption;
• energy shortages;
• major utility interruption;
• labor disputes;
• supplier failure caused by an uncontrollable event; and
• other events beyond ESP's reasonable control.

Where a Force Majeure event occurs, ESP shall be entitled to a reasonable extension of time and recovery of additional costs to the extent permitted by the applicable Contract and law.

If a Force Majeure event continues for a prolonged period and materially prevents performance, ESP may terminate or suspend the affected portion of the Contract upon written notice, subject to applicable law.

The Client shall not cancel an accepted order without ESP's prior written consent.

If cancellation is accepted by ESP, the Client shall be responsible, to the maximum extent permitted by applicable law, for all costs and liabilities incurred by ESP in connection with the cancelled order, including:

• engineering costs;
• purchased materials;
• committed supplier costs;
• manufacturing costs;
• work in progress;
• inspection and testing costs;
• packaging costs;
• storage costs;
• transportation commitments;
• subcontractor costs;
• cancellation charges; and
• other reasonable costs directly resulting from the cancellation.

For custom-engineered or custom-manufactured Products, cancellation after commencement of engineering, procurement or manufacturing may be subject to substantial cancellation charges reflecting the actual commitments and losses incurred by ESP.

ESP may suspend performance where:

• payment is overdue;
• required information or approval has not been provided;
• the Client materially breaches the Contract;
• the Site is unsafe;
• the Client fails to satisfy agreed prerequisites; or
• continued performance would expose ESP to material legal, safety or commercial risk.

Suspension shall not waive ESP's other contractual or legal rights.

Any schedule extension and additional costs arising from suspension caused by the Client shall be recoverable from the Client to the extent permitted by the applicable Contract and law.

To the maximum extent permitted by applicable law, ESP shall not be liable for any indirect, incidental, special, exemplary, punitive or consequential loss or damage, including without limitation:

• loss of profit;
• loss of revenue;
• loss of production;
• loss of business;
• loss of contracts;
• loss of opportunity;
• business interruption;
• plant shutdown;
• loss of use;
• loss of anticipated savings; or
• consequential economic losses.

Subject to mandatory applicable law and except for liabilities that cannot lawfully be limited, ESP's aggregate liability arising out of or in connection with a Contract shall not exceed the amount actually paid to ESP under the affected Contract for the specific Products or Services giving rise to the claim.

No claim shall entitle the Client to recover more than once for the same loss.

Nothing in these Terms shall be interpreted as excluding or limiting liability to the extent such exclusion or limitation is prohibited by mandatory applicable law.

Any claim against ESP shall be submitted in writing and shall contain sufficient details and supporting documentation.

Claims shall be submitted as soon as reasonably practicable after the Client becomes aware, or should reasonably have become aware, of the relevant event.

Failure to provide timely and sufficiently detailed notice may prejudice ESP's ability to investigate and mitigate the alleged loss and may be taken into account in determining the validity and extent of the claim, subject to applicable law.

ESP's technical recommendations, calculations and engineering activities are based on the operating conditions, process data, material specifications and other information provided by the Client.

The Client shall ensure that actual operating conditions remain within the agreed design parameters.

ESP shall not be responsible for failure resulting from operation outside the agreed design conditions.

Where process conditions, feed composition, pressure, temperature, flow rate, chemical environment or other operating parameters differ materially from those provided to ESP, the Client shall promptly notify ESP.

Any resulting engineering or commercial consequences shall be subject to review and may constitute a Change Order.

ESP shall provide the documentation expressly included in the applicable Contract.

Any additional documentation, certification, legalization, translation, special formatting, duplicate documentation or third-party certification not expressly included in the original scope may be subject to additional charges.

Documents shall be provided in the format and within the schedule agreed in the applicable Contract.

Where Products or components supplied by third parties are incorporated into ESP's scope, ESP's responsibility for such third-party items shall be limited to the extent expressly agreed in the applicable Contract.

Where a third-party manufacturer's warranty is applicable, ESP may pass such warranty through to the Client to the extent available.

ESP shall not be responsible for defects arising solely from third-party products where such defects are outside ESP's control, subject to applicable law and the terms of the Contract.

Failure by ESP to exercise any right or remedy shall not constitute a waiver of that right or remedy.

Any waiver shall be valid only if made in writing by an authorized representative of ESP.

A waiver relating to one breach shall not constitute a waiver of any subsequent or other breach.

If any provision of these Terms or the applicable Contract is determined to be invalid, illegal or unenforceable, such provision shall be modified or interpreted to the minimum extent necessary to make it enforceable to the extent permitted by applicable law.

The remaining provisions shall remain in full force and effect.

The applicable Contract, together with the documents expressly incorporated into it, constitutes the entire agreement between ESP and the Client concerning the relevant transaction and supersedes prior discussions, correspondence, proposals and understandings concerning the same subject matter, except to the extent expressly preserved in writing.

These Terms may be amended or updated by ESP from time to time.

Any amendment shall apply to future transactions unless expressly agreed otherwise.

For an existing Contract, the version applicable to that Contract shall remain controlling unless the parties expressly agree otherwise in writing.

These Terms, the applicable Contract and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Islamic Republic of Iran, without prejudice to any mandatory legal provisions that cannot lawfully be excluded.

Any dispute, claim or controversy arising out of or in connection with these Terms or an applicable Contract shall be subject to the jurisdiction of the competent courts of Tehran, Iran, to the maximum extent permitted by applicable law.

The Client agrees that, where legally permissible, such courts shall have exclusive jurisdiction over disputes arising from or relating to the relevant transaction.

Where these Terms or a Contract are issued in both English and Persian, the applicable Contract shall specify which language version shall prevail in the event of inconsistency.

Unless otherwise expressly agreed in the applicable Contract, the language governing the contractual relationship shall be the language expressly designated in the signed Contract.

Contractual notices shall be made in writing and delivered through the communication methods expressly agreed in the applicable Contract.

Notices relating to technical, commercial, financial or contractual matters shall be sent to the designated contact persons identified in the Contract or official correspondence.

Informal communications through unauthorized channels shall not amend contractual obligations.

No employee, agent, representative, subcontractor or other person acting on behalf of ESP shall have authority to amend, waive or otherwise modify these Terms or an applicable Contract unless such authority has been expressly granted by an authorized representative of ESP.