General Conditions Of Sale
Introduction
The services and supplies provided by Computer Integrated Manufacturing, S.L. (hereinafter referred to as ADASOFT), whether their own or from third parties, are subject to these Commercial Terms. The formalization of an Order implies the acceptance of these Commercial Terms.
Definitions
"Client": means any natural or legal person who places an Order.
"Parties": means both the CLIENT and ADASOFT, or as the case may be, both collectively. "Order": means the written purchase order for any of the Products placed by the CLIENT. "Products": refer to the services or supplies provided by ADASOFT to the CLIENT in accordance with the Order.
"Software": refers to any software, license, library, tool, or other computer program, as well as related documentation, provided by ADASOFT to the CLIENT pursuant to an Order. "Hardware": means any product that does not have the status of Software, provided by ADASOFT to the CLIENT under an Order.
"Engineering": refers to any services performed by ADASOFT personnel related to system programming, documentation, testing, commissioning, and performance monitoring. "Commissioning": the stage of a project in which equipment and systems are started up, regulated, and balanced, and it is verified that they have been previously designed and prepared adequately to the CLIENT's requirements or specifications.
1. Hardware
No hardware element that is not explicitly indicated in the offer is included. In the event that the purchase of additional hardware is deemed necessary during the project execution, it will be evaluated and invoiced separately to the CLIENT.
ADASOFT declares that it will make its best efforts to deliver the products within the specified deadlines. The CLIENT acknowledges that they cannot cancel the order or claim damages or penalties for any delays beyond ADASOFT's control.
ADASOFT is not responsible for the operation of hardware supplied and/or installed by others.
2. Software
No software element or license that is not explicitly indicated in the offer is included. In the event that the purchase of additional software is deemed necessary during the project execution, it will be evaluated and invoiced separately to the CLIENT.
ADASOFT is not responsible for the operation of software supplied and/or installed by others or for incompatibilities.
3. Electrical Installation and Networks
No electrical installation or network work or supply that is not explicitly indicated in the offer is included. In the event that additional work or supplies are deemed necessary during the project execution, they will be evaluated and invoiced separately to the CLIENT.
4. Engineering
In the case of fixed-price or turnkey services or projects, the CLIENT must provide precise documentation and explanations regarding the requirements that the user expects from the project.
ADASOFT declares that it will make its best efforts during the bidding process to understand the documentation and explanations provided by the client and to make the best estimate of the necessary dedication based on that estimation of dedication, the economic valuation of the offer is made.
If changes in the initial documentation of the client are needed during the project execution, additional explanations are received, or other technical difficulties not identifiable in the bidding process are encountered, they will be evaluated and invoiced separately to the CLIENT.
4.1 Commissioning
The estimated duration of the commissioning is as indicated in the offer. In the event that the duration is not specified, the duration reflected in the project's initial planning will be considered. This planning must be approved by ADASOFT.
If the commissioning duration is extended, it will be evaluated and invoiced separately to the CLIENT, provided that the duration is not a result of a delay attributable to ADASOFT.
4.2 Changes in Project Planning
The project will be carried out in a single phase and without interruptions in the planning unless otherwise indicated in the offer. In the event of interruptions or changes to the project planning, an assessment of the impact on ADASOFT's dedication will be made. If it results in increased effort on the part of ADASOFT, it will be evaluated and invoiced separately to the CLIENT.
Any changes requested by the CLIENT must be communicated in writing and will not be implemented until approved and conditions for implementation are established by ADASOFT.
4.3 On-Site Services
The CLIENT must ensure that ADASOFT has secure and appropriate access to the site at any time as requested by ADASOFT.
To enable ADASOFT to perform on-site services, the CLIENT must provide all of the following:
a) Civil works.
b) Mechanical works.
c) Raw materials, other materials, or tools necessary to carry out any testing or commissioning.
d) Workers, operators, or any other personnel required by ADASOFT, trained and qualified. e) Security.
f) Suitable workspace: illuminated, climate-controlled, table and chair, as well as dressing rooms, rest areas, and dining areas.
In cases where ADASOFT cannot carry out its on-site activities due to reasons caused by or attributable to the CLIENT (including third parties for whom the CLIENT is responsible), it will be evaluated and invoiced separately to the CLIENT.
5. Warranty and Returns of Third-Party Hardware and Software
The warranties provided by ADASOFT are solely those provided by each manufacturer for their products, and acceptance will depend on each manufacturer's criteria. The shipment of equipment for repair shall be at the expense of the CLIENT. Equipment will be sent to the address indicated by the manufacturers in each case, depending on the origin of each product.
Failures or interruptions in operation during normal use will be covered by warranty. In other cases, such as external accidents, mishandling, unauthorized intervention, etc., they will not be covered by the warranty. In any case, third-party software has no warranty.
6. Service Warranty
The purpose of the service warranty is to ensure the quality and functionality of the solutions for 12 months from the acceptance of installation by the CLIENT. The warranty includes the repair or modification of the solutions explicitly defined in the offer and in any documentation, if it exists, that is drafted before the start of the project. All documentation shall be subject to CLIENT approval in advance.
This warranty will not be valid under the following conditions:
· When the product has been used beyond its capacity, abused, or exposed to conditions beyond those permitted by the technical characteristics of the materials.
· When the product has been modified or repaired by individuals unrelated to ADASOFT.
· When the failure is caused by normal wear and tear or obsolescence of the systems.
· When the failure is caused by the failure to apply maintenance recommendations provided by ADASOFT (version updates, preventive maintenance, etc.).
7. ADASOFT is not responsible for making or managing system backups in the event that the CLIENT does not have a support contract. Liability Insurance
ADASOFT shall be liable for damages and losses caused as a result of defects, deficiencies, errors, or omissions that it may have incurred during the provision or execution of the services contracted through this agreement, provided they are attributable to ADASOFT, up to a maximum limit of 1,000,000 euros, payable within one year from the termination of this contract or from the manifestation of the damage caused.
During a commissioning, ADASOFT shall not be liable in cases where an appropriate methodology could not be applied due to circumstances attributable to the CLIENT, preventing ADASOFT from verifying proper functioning through tests without a product or with water, or when the CLIENT requests changes in requirements or specifications that require ADASOFT to make changes to the systems on the fly.
8. Abstention from Hiring
The Parties agree to refrain from hiring or encouraging the hiring on behalf of their own company or third parties with respect to the personnel of the Parties involved in the contracted services. To avoid doubt, the parties shall not directly or indirectly hire any employee of the other party, even if the employee offers themselves to either party. This abstention obligation shall apply throughout the entire duration of the Service and for an additional eighteen (18) months after its termination. Given the harm caused by such breach, including recruitment costs, training, and the loss of technical knowledge, the compensation that the parties agree upon for the breach is set at 45,000 euros per employee, plus any costs associated with replacement.
9. Intellectual Property
ADASOFT is the sole owner of the services provided to the CLIENT. The contract with the CLIENT only grants a right of use for the duration of the contract. At no time does ADASOFT grant ownership rights to the software, and it is not considered to enable reproduction and public dissemination, assignment, sale, rental, or lending. The CLIENT agrees not to partially or fully transfer its use in any way, as well as not to disclose, publish, or make it available to other parties.
10.CLIENT Contract Breach
If, for any reason, the CLIENT breaches any provision of the contract with ADASOFT, ADASOFT may terminate the contract, and all outstanding amounts owed to the CLIENT will become due. Furthermore, ADASOFT shall be entitled to receive compensation for any damages that this circumstance may cause.
11.Confidentiality
ADASOFT undertakes not to disclose the CLIENT's confidential information that is entrusted to it as necessary to carry out the contracted services without the prior written consent of the CLIENT. ADASOFT guarantees that the CLIENT's confidential information will not be used for its own benefit or that of third parties.
The obligations of ADASOFT under this clause shall remain in effect for the entire duration of the contract and for an additional eighteen (18) months after its termination.
The restrictions and obligations contained in this section do not impose any obligation on ADASOFT with respect to confidential information that ADASOFT can demonstrate: (a) was in the possession of ADASOFT before receiving it from the CLIENT; (b) is or becomes a matter of public knowledge without fault of ADASOFT; (c) is lawfully received by ADASOFT from a third party who lawfully possesses such information without an obligation of confidentiality; (d) is disclosed by the CLIENT to a third party without an obligation of confidentiality by the third party; (e) is required to be disclosed by court order or other legal action, but only to the extent ordered, and provided that ADASOFT gives the CLIENT reasonable advance notice of such disclosure so that the CLIENT may seek a protective order; (f) is disclosed by ADASOFT with the prior written approval of the CLIENT; or (g) is independently developed by ADASOFT without access to the CLIENT's confidential information.
12.Jurisdiction and Applicable Law
Any contract entered into by ADASOFT, as well as these conditions, shall be governed and interpreted in accordance with Spanish laws.
The parties expressly waive any forum or jurisdiction to which they may be entitled, and agree to submit any differences or disputes arising from the validity, interpretation, or any other matter related to the contract or the general conditions to the Courts of Barcelona.