General terms and conditions

PRELIMINARY.- GENERAL TERMS AND CONDITIONS

These general terms and conditions will always form part of any offer or agreement relating to the supply, assembly and installation services of equipment and systems, whether or not components and parts are provided, as well as any of the services that Ecomanagement Technology SL (hereinafter, ECOMT) carries out for its clients.

Any condition or modification of these general terms and conditions proposed by the Client will only take effect if it has been accepted in writing by ECOMT.

The conclusion of an agreement between ECOMT and the Client, or the confirmation of an order by ECOMT, implies the Client’s knowledge, agreement and acceptance of the content of these General Terms and Conditions, which, in turn, are published on ECOMT’s website ( https://ecomt.net/).

FIRST.- OFFERS AND ORDERS

Any offer made by ECOMT will not be binding, but merely informative and, in any case, will only be valid for 30 days from the date of issue. Therefore, ECOMT may revoke any offer, as long as the order sent by the Client has not been expressly confirmed by ECOMT.

Therefore, any order placed by the Client based on a prior offer from ECOMT must be expressly confirmed in writing by ECOMT. Orders will only be binding after express confirmation by ECOMT.

In the event of a conflict between the Client’s order and ECOMT’s confirmation, the conditions of the latter will always prevail.

Any subsequent modification of the order by the Client must be expressly accepted by ECOMT, otherwise it will have no effect.

SECOND.- SCOPE OF THE SERVICES

The Services to be provided by ECOMT will be those expressly determined in the offer submitted by it and in the Client’s order, provided that said services have been expressly accepted by ECOMT by confirming the order.

Any other service, element, equipment or material not explicitly included in said documents, even if directly or indirectly necessary for the execution of the Services, will be at the Client’s expense and charge.

The Client will be solely responsible for defining in the order the technical specifications, capacities, as well as any specialty or characteristic that must be observed in the execution of the Services and, therefore, ECOMT will limit itself to performing the services commissioned, not being responsible for the suitability of the services provided.

THIRD.- PRICE AND METHOD OF PAYMENT

The prices of the Services do not include Value Added Tax (VAT), or other taxes, duties, customs charges or fees that may be applicable, and which will be duly passed on, where applicable, to the Client.

They also do not include any type of transport or product handling costs, unless explicitly indicated.

In the event that the offer submitted by ECOMT includes estimates regarding the hours to be spent on the execution of the services, the number of people who must intervene in them, the number of days the work will last or other matters of a similar nature, these will in any case be indicative, so ECOMT will be entitled to subsequently invoice the units actually consumed, used or performed, regardless of the variation from those estimated.

Once the order has been accepted by ECOMT, the prices of the Services may be revised upwards in the following cases (i) when so agreed by the parties, (ii) when the variation is attributable, directly or indirectly, to the Client, or (iii) when ECOMT’s suppliers or providers pass on a higher cost than initially foreseen by ECOMT for the materials, parts, components or services necessary for the provision of the Services.

Payment of the price for the Services will be made in the manner and periods established in the order confirmation or, where applicable, in ECOMT’s offer, and may not in any case exceed the period of 30 days after the date of receipt of the goods or provision of the services, in accordance with the provisions of article 4.1 of Law 3/2004.

In the event of delay or non-payment, the late-payment interest will be that established in article 7 of Law 3/2004 and subsequent amendments.

ECOMT may request from the Client advance payment, in whole or in part, of the order, as well as the provision of such guarantees as it deems appropriate in order to ensure compliance with the Client’s obligations.

The offsetting or deferral of any payment by the Client will only be possible with prior written agreement from ECOMT.

In the event that the Client incurs delays in payments, ECOMT may suspend, provisionally or definitively, at its choice, the provision of the Services and/or the execution of the supplies associated with them, without prejudice to the Client’s obligation to make the overdue payments and to indemnify, where applicable, the damages that such delay or termination of the contract due to breach may have caused ECOMT.

FOURTH.- INTELLECTUAL AND INDUSTRIAL PROPERTY

The intellectual and/or industrial property of the offer and the information attached to it, as well as of the technical documentation, engineering information, procedures, plans, drawings, design, “software”, programming associated with equipment, web services, etc., incorporated in or related to the supply of the Services, belong exclusively to ECOMT or, where applicable, to its suppliers, so its use by the Client for purposes other than the fulfillment of the order is expressly prohibited, and its total or partial copying or transfer of use in favor of third parties without the prior written consent of ECOMT is also prohibited.

FIFTH.- EXECUTION PERIOD OF THE SERVICES

The order will specify the execution period of the Services, which must be expressly accepted by ECOMT in the order confirmation.

However, ECOMT may subsequently extend the execution period (i) when the Client has requested modifications to the order that have been accepted by ECOMT; (ii) when the Client has not carried out the preparatory work or has not obtained the necessary permits and authorizations; (iii) when the Client has not duly complied with the obligations assumed by it, in particular with regard to making payments within the established periods; (iv) when circumstances arise that prevent or delay the execution of the Services, such as strikes, failures in third-party supplies, failures in transport systems, work stoppages by ECOMT’s personnel or its subcontractors or suppliers, clients, sabotage, accidental stoppages in ECOMT’s workshops or any event external to ECOMT or, in any case, not attributable to it, or (v) problems in the supply of materials both to the company and to any of its suppliers or the client.

SIXTH.- SUSPENSIONS IN THE EXECUTION OF THE SERVICES

In the event that, prior to or during the execution of the Services, ECOMT finds it necessary to suspend, temporarily or definitively, the start or execution thereof for reasons not attributable to it, the Client must pay ECOMT financial compensation in order to compensate the latter for the expenses it has incurred, such as lost hours, personnel travel, per diems, immobilization of equipment and tools, etc., due to the forced suspension of the execution, without prejudice to the penalties that have been agreed for such cases, and to the compensation for damages that may correspond to ECOMT when said suspension is directly attributable to the Client.

SEVENTH.- PREPARATORY OR COMPLEMENTARY WORK

It will be the Client’s responsibility to carry out all the preparatory or complementary work necessary for the performance of the Services by ECOMT, such as water, electricity, drainage connections and other connections up to the area where the Services must be performed, carrying out civil works or site preparation, obtaining permits, tools, necessary documentation or anything that may be related to the work. If ECOMT considers it necessary to install site huts with toilets, changing rooms, a temporary office, a materials warehouse, etc., the corresponding expenses and costs for such services will be borne by the Client.

The Client is obliged to deliver, before the start of the work and, if necessary, during its execution, the necessary documentation (drawings, plans, specifications, etc.) and the appropriate planning of the work that is its responsibility, so that ECOMT can carry out a correct and uninterrupted execution of the contracted Services.

If, in the execution of the Services, the intervention of personnel outside ECOMT is necessary or advisable, it will be the Client’s responsibility to ensure that this personnel is available at the time they must intervene, as well as their due qualification, and, in any case, the Client will be responsible for all labor, social security, occupational health and safety obligations or any other obligation with said workers or for the work performed by them, exempting ECOMT from any liability for such matters.

The Client will be responsible for obtaining all the permits, licenses and authorizations necessary for the provision of the Services by ECOMT, with the costs, fees, taxes or duties that must be paid for the execution thereof being at its sole charge.

EIGHTH.- SUBCONTRACTING

ECOMT may subcontract all or part of the work included within the execution of the Services, without prejudice to its liability towards the Client.

NINTH.- OCCUPATIONAL SAFETY AND COORDINATION

The Client will be solely responsible for adopting all measures necessary for the protection of safety and health at work in its facilities, being therefore responsible for the information on the risks and preventive measures to be adopted specific to the workplace in which the contracted work will be carried out, as well as the measures to be applied when an emergency situation occurs, being likewise responsible for the coordination between the various contracts and contractors that, where applicable, participate in a given project, as well as for the functions of consultation, training and, in general, any other obligations regarding occupational health and safety arising from the application of Law 31/1995, on the Prevention of Occupational Risks, both with respect to its own workers and those of its contractors.

ECOMT is empowered to carry out the stoppage of the execution of the Services in accordance with article 21 of Law 31/95 if it considers that the safety conditions in the Client’s facilities do not guarantee the performance of the work in safe conditions for ECOMT’s personnel and its subcontractors, enjoying a reasonable extension of the period when any delay occurs and being compensated by the Client for any loss or damage it suffers, such as lost hours, personnel travel, per diems, immobilization of equipment and tools or any other damage arising from the Client’s breach of the obligations and responsibilities set out in this clause and those contemplated in the aforementioned Law 31/1995 on the Prevention of Occupational Risks.

TENTH.- SUPERVISION OF THE SERVICES AND INSPECTION THEREOF AFTER COMPLETION

Except in cases where a special act of delivery with the performance of acceptance tests has been foreseen, once 15 days have elapsed from the completion of the execution of the Services without ECOMT having received a written communication from the Client regarding possible defects and/or faults, the Services executed are considered to have been duly performed and accepted by the client to their full satisfaction, with the warranty period beginning to count from this moment.

If the Client has agreed with ECOMT to carry out acceptance tests of the executed Services, the equipment, auxiliary personnel and consumables necessary to carry out these tests will be at the Client’s expense and charge. If, for reasons beyond ECOMT’s control, these tests are not carried out on the previously agreed dates, the Services performed will be considered accepted by the Client.

ELEVENTH.- WARRANTIES

Unless otherwise expressly agreed by the parties, ECOMT warrants the Services it has executed with regard to defects and errors in execution and commissioning, provided they are attributable to it, for a period of 12 (TWELVE) months from the date of receipt of the Services, whether explicit or tacit, in accordance with the provisions of the previous clause.

If necessary for said repairs, the disassembly, packaging, loading, transport, customs, fees, or any other expenses incurred, where applicable, by sending the defective material to the workshops that ECOMT deems appropriate and its return to the Client will be borne by the Client.

Interventions and/or repairs during the warranty period will be carried out exclusively by ECOMT or whoever it deems appropriate: to this end, those carried out by the Client without express authorization from ECOMT will void any type of warranty of the services provided.

Repairs to specific elements or systems do not modify the end date of the warranty period of the entire Service executed, which is the one indicated in the first paragraph of this section.

Any damage unrelated to ECOMT’s action is excluded from the warranty, such as, for example, damage or defects due to wear from normal use of the equipment, damage and effects caused by inadequate conservation or maintenance, an attempt to rectify or modify the equipment or systems by a person outside ECOMT, erroneous or negligent handling, repairs and/or manipulations carried out by personnel outside ECOMT, abusive use, use of inadequate liquids and gases, as well as inadequate flow or pressure, variations in the quality of the electrical supply or any action unrelated to ECOMT.

In any case, ECOMT will not be responsible for defects that can be directly attributed to the equipment and materials that are the object of the supply. That is, ECOMT only warrants defects arising from a defective provision of the Services on its part, but not manufacturing or design defects in the equipment and materials supplied by it, without prejudice to the possible warranties that the manufacturer of said elements may give and from which ECOMT is expressly exempted.

TWELFTH.- LIMITATION OF LIABILITY

The liability of ECOMT and its agents, employees, subcontractors and suppliers for claims arising from the fulfillment or non-fulfillment of its obligations (including active and passive negligence) will not exceed, in aggregate, the basic contract price and will in no case include damages arising from loss of profit, loss of income, energy, production or use, capital costs, downtime costs, delays, claims from the Client’s clients, energy replacement costs, loss of anticipated savings, production losses or discarded production, increased operating costs and any special, indirect or consequential damages and losses of any kind (whether contractual, non-contractual – including active and passive negligence – warranty, strict liability or otherwise).

THIRTEENTH.- RETENTION OF TITLE

ECOMT will retain ownership of the equipment and systems installed until the Client has paid in full, so ECOMT reserves the right to recover all unpaid components and materials in the Client’s possession or control, as well as to access any land or building where the equipment, systems, components and materials are located, in order to recover them, which the Client expressly and irrevocably authorizes from this act.

FOURTEENTH.- TERMINATION

In the event of non-payment, ECOMT may proceed to stop each and every one of the pending services, reserving the adoption of such measures as it deems appropriate, without prejudice to terminating the contract with the right to claim the corresponding damages caused by the Client’s breach.

ECOMT may postpone or refuse the execution of all or part of the Services and/or terminate any contract entered into with the Client with immediate effect and without the need for any court order, as well as claim the immediate payment of any debt, including those not yet due, in the event of any breach of the Client’s obligations.

FIFTEENTH.- SUBMISSION TO JURISDICTION AND VENUE

The parties expressly waive any other jurisdiction that may correspond to them and submit to the jurisdiction and venue of the Courts and Tribunals of the city of A Coruña.

SIXTEENTH.- PRIVACY

Once this contract has ended, and especially in the event of eventualities of an urgent nature, THE CLIENT may require our services, and for this it may be necessary to access OTEA. In accordance with the above and considering that, faced with these incidents, we may find ourselves in the situation that such access cannot be authorized either due to urgency, or due to the unavailability of whoever has the power to grant such authorization, or for any other reason, the Client authorizes ECOMT to access OTEA for the resolution of eventualities and emergencies, once the services contract has ended.