General terms and conditions
1. CONTRACT PARTS AND DEFINITIONS
1.1. For the purposes of these GENERAL TERMS AND CONDITIONS (hereinafter referred to as GCC), the following terms are defined as follows
1.2. CONTRACTOR- Client, individual and/or legal entity that acquires goods or services from the PROVIDER.
1.3. PROVIDER- OCA Global (OCA Global Investments S.L - B64690183 / OCA Inspección, Control y Prevención S.A.U. - A40007460 / OCA Instituto de Certificación S.L. - B65341075 / OCA International, Inspection & Control Society, S.A.U. - A65223877 / OCA Inspección Técnica de Vehículos S.A.U. - A50830967 / OCA Consultoría Técnica Especializada S.A - A64822265 / EQO-Nixus Advisory, Management and Training Services, S.L.U. - B84970383 / Auden Energy Partner, S.A.U. - A65000945) that will carry out the supply of goods or provision of services contracted.
1.4. ORDER SHEET- Request for the service made by the CONTRACTOR using the form provided by the PROVIDER. Written offer accepted by the CONTRACTOR. Contract written by the PROVIDER and signed by the CONTRACTOR. Order written by the CONTRACTOR and accepted by the PROVIDER.
2. INCORPORATION OF THE GENERAL CONDITIONS OF THE CONTRACT INTO THE CONTRACT.
2.1. This GCC shall be applicable to any ENGAGEMENT SHEETS, CONTRACTS or agreements between the parties unless they have agreed otherwise in writing, it being sufficient that express reference is made to this GCC, which is available to the parties, without the need for it to be annexed.
2.2. The CONTRACTOR contracts the services of the PROVIDER subject only to the present GCP. Any other terms and conditions (including - but not limited to - those contained in printed or handwritten form in the ORDER SHEET, letter or any other documents issued by the CONTRACTOR, even if they are of a later date, as well as printed or handwritten additions by the CONTRACTOR in the documents issued by the PROVIDER) different from the present GCP shall have no effect whatsoever.
2.3. With the execution of the assignment, the CONTRACTOR declares to have previously received a copy of this GCP, to have read it and to know each and every one of its stipulations and expressly signs and accepts its incorporation into the CONTRACT or agreement between the parties. Notwithstanding the foregoing, the CONTRACTOR undertakes to send to the PROVIDER together with the ORDER SHEET the express acceptance of the general conditions by signing and stamping the same.
2.4. Any modification of this GCP shall be binding only if it is in writing, signed by the PROVIDER and the CONTRACTOR, and such document contains a specific reference to the modification of this GCP.
2.5. The rights and obligations deriving from this GCP shall only be enforceable between the contracting parties.
3. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA.
3.1. In compliance with the provisions of Organic Law 15/1999, of December 13, on the Protection of Personal Data (LOPD), the personal data provided by the CONTRACTOR will form part of the PROVIDER's client file, whose purposes are the maintenance of the contractual relationship and client management, the control and management of the services and, eventually, the sending of information and commercial follow-up, by any means, on the services of the PROVIDER or any other companies of the OCA Global group of companies.
3.2. The PROVIDER shall treat such data with the utmost confidentiality, and undertakes not to use them for purposes other than those for which they were collected, as well as to keep them with the appropriate measures to ensure their security and prevent their alteration, loss, unauthorized processing or access.
3.3. The PROVIDER undertakes to keep professional confidentiality with respect to the referred personal data, even after the contractual relationship is terminated. However, the CONTRACTOR consents to the transfer of its personal data to the other companies of the OCA Global group of companies, for the purpose of coordinating and developing possible commercial follow-up actions.
3.4. The CONTRACTOR may exercise the rights of access, rectification, cancellation and opposition by sending a written communication with the reference "Data Protection" to the following address of the PROVIDER: Av. Can Fatjo dels Aurons, 1, 08174, Sant Cugat del Vallès (Barcelona).
The PROVIDER undertakes to maintain due confidentiality before third parties, of the documentation used or generated during the performance of the service, as well as the results of the work and the total or partial content of the documents generated.
4. CONDITIONS FOR THE PROVISION OF SERVICES.
4.1. The provision of services shall be carried out by the PROVIDER under the terms, prices, form, manner and circumstances resulting from these general conditions and, if applicable, from the particular or specific conditions that may be agreed upon in the CONTRACT or agreement between the parties for the performance of each work or service.
4.2. PURPOSE OF THE SERVICE
4.2.1. The object of the provision of services assumed by the PROVIDER is the one indicated in the CONTRACT.
4.2.2. Any modification, extension or reduction of the work or service specified in the CONTRACT shall be made by mutual agreement and in accordance with the procedures followed for the initial order.
4.2.3. The PROVIDER may, at its absolute discretion, accept or reject any service order received from the CONTRACTOR. Before the conclusion of the CONTRACT, the CONTRACTOR may extend or suspend the services ordered or any part thereof.
4.2.4.Once the CONTRACTOR has made the order and the PROVIDER has accepted it, the parts shall comply with the provisions of the CONTRACT except in the cases of cause or force majeure or impossibility not attributable to the contracting parties.
Force majeure means for the purposes of this GCP the existence of any contingency, circumstance or cause beyond the control of the party invoking it, including but not limited to the following circumstances: imposition or submission to a law, regulation, decree, order or request of any authority (national, state, autonomous, provincial or municipal), confiscation, riot, war, riot, fire, flood, earthquake, storm, explosion, strike, lockout, machinery or factory shutdown, impossibility of obtaining raw materials, equipment, diesel or transportation.
If because of force majeure either party is unable to perform any obligation other than the payment of the price, such party shall be released from its performance, provided that it notifies the other party to indicate the commencement and nature of the force majeure situation. The party invoking force majeure shall send a notification immediately after the end of the cause for such force majeure.
The PROVIDER shall not be liable to the CONTRACTOR for any type of loss it may suffer as a consequence of the force majeure and the impossibility of the PROVIDER to perform the service.
4.3. REQUEST - "ORDER SHEET" - DOCUMENTATION OF THE PROVISION OF THE SERVICE AND ACCEPTANCE
4.3.1. Any request for work or provision of services shall be made by the CONTRACTOR by means of the corresponding ORDER SHEET as established in this GCP, the model of which shall be provided by the PROVIDER.
4.3.2. The CONTRACTOR shall send the ORDER SHEET to the PROVIDER by any technical or communication means, so that there is a documentary record of the same.
4.3.3. Together with the ORDER SHEET, or, as the case may be, with the necessary anticipation to the provision of the work or service contracted, the CONTRACTOR shall provide the PROVIDER with all the data and documentation necessary for the execution of the service object of the order.
4.3.4. There shall be no binding CONTRACT between the parties until the express acceptance of the assignment by the PROVIDER.
4.4. INTERVENTION OF THIRD PARTIES IN THE EXECUTION OF THE CONTRACTED SERVICE. When it is expressly agreed by the parties, and the specialty of the contracted service so requires, the CONTRACTOR -at its account, charge, risk and responsibility- shall make available to the PROVIDER the human and technical means that the parties agree upon for the execution of the contracted service.
4.5. WORKING HOURS. WORKING AND NON-WORKING DAYS.
4.5.1. The CONTRACTOR knows and accepts that the day and night working day of the PROVIDER's personnel is eight hours per working day. The 8 hours of the daytime working day shall be between 08:00 hours and 18:00 hours, and the nighttime working day shall be between 22:00 hours and 07:00 hours; in both cases with a one-hour interruption. The rest of the hours are considered not included in the working day.
Working days are those from Monday to Friday, and non-working days (Saturdays, Sundays and public holidays).
The provision of the service contracted by the CONTRACTOR shall always be understood to be executed within the working day, unless the CONTRACTOR and the PROVIDER expressly agree, in writing, other conditions.
4.6. PRICE AND PAYMENT
4.6.1. Unless otherwise expressly agreed in writing, all prices shall be considered net, in Euros, without any deduction of any kind.
4.6.2. The prices indicated in quotations, estimates, tariffs or other documents issued by the PROVIDER before acceptance of the ORDER SHEET are not binding for the PROVIDER. The final price shall be the price applicable on the date of conclusion of the CONTRACT or agreement between the parties. The prices indicated are valid for the current year. For information purposes, on the first of January of each year, the prices are increased by at least the same amount as the consumer price index for the current year.
4.6.3. Once the CONTRACT has been perfected, the agreed price is binding for both parties. However, the PROVIDER may modify the amount corresponding to the final invoice (excluding VAT) upwards, provided that such modification is duly justified and does not exceed 10% of the amount offered.
4.6.4. Acceptance of the offer implies that the CONTRACTOR is aware of and accepts the amount resulting therefrom.
4.6.5. Unless expressly agreed in writing, the price shall not include taxes, duties, fees and, in particular, Value Added Tax.
4.6.6. The PROVIDER shall invoice, in any case and as a minimum, for the work of its dependent or subcontracted personnel, half a day, regardless of the time actually employed in the provision of the contracted service. This shall not apply when the invoicing is based on established rates or offers.
4.6.7. The established prices are understood as long as the PROVIDER's employees can work continuously and without interruptions due to causes beyond the PROVIDER's control. In the event of interruptions in the provision of the service due to causes beyond the PROVIDER's control, the CONTRACTOR will be invoiced for these times as "administration".
4.6.8. Billable time is considered to be all the time of effective dedication to the services ordered (transport time, execution, development, preparation of reports, etc.).
4.6.9. When the service is rendered on non-working days (Saturdays, Sundays and holidays according to the working calendar applicable in each case), at least one working day shall be invoiced, regardless of the time actually spent in rendering the contracted service.
4.6.10. The price corresponding to the execution of the contracted service during night working hours shall be increased by 50%.
4.6.11. The price corresponding to the performance of the contracted service during hours not included within the working hours indicated in this GCP shall be increased by 20% provided that the work during those hours is due to causes beyond the control of the PROVIDER.
4.6.12. The price corresponding to the performance of the contracted service on non-working days as established in this GCP shall be increased by 50% if such day is Saturday, and by 100% if such days are Sundays and/or holidays according to the working calendar applicable in the place where the service is to be performed.
4.6.13. The price corresponding to the performance of the contracted service on January 1 and December 25 shall be increased by 200%.
4.6.14. When in the execution of the contracted service the PROVIDER finds it necessary to use transportation and/or courier services, the expenses corresponding to such services shall be borne by the CONTRACTOR.
4.6.15. Unless otherwise expressly agreed in writing, the CONTRACTOR shall pay the agreed price for the provision of the contracted service, without any discount, and without any deduction, compensation, or withholding of payments by the CONTRACTOR. In any case, the expenses derived from the chosen payment system will be paid by the CONTRACTOR.
4.6.16. The invoices will be paid in the currency stated in the CONTRACT or agreement between the parties, unless there is a previous agreement with the CONTRACTOR in another sense. The PROVIDER reserves the right to request the payment of any cost caused by the conversion of the payment to this currency.
4.6.17. The CONTRACTOR has a period of 15 days from the date of receipt of the invoice issued by the PROVIDER to express any disagreement in relation to the final amount of the invoice.
4.6.18. The payment dates that may be agreed upon must be complied with by the CONTRACTOR, even if the presentation of the service is delayed or suspended due to causes beyond the control of the PROVIDER.
4.6.19. If the PROVIDER considers it appropriate due to the financial situation of the CONTRACTOR, it may request the guarantees it deems necessary to ensure the due compliance of the CONTRACTOR's contractual obligations, and in the meantime it may suspend the rendering of the contracted service.
4.6.20. In the event that a guarantee or other guarantee is required, the text of the same shall be in accordance with the model provided by the PROVIDER for such purpose.
4.6.21. The payment of the invoice after the agreed due date will accrue the collection management costs, late payment interest and bank charges for non-payment, if any, provided for in Law 3/2004 of 29 December, which establishes measures to combat late payment in commercial transactions.
4.7. CONDITIONS OF EXECUTION OF THE SERVICE.
4.7.1. Considering the specialty of the contracted service, the CONTRACTOR shall guarantee that the PROVIDER can execute it under the conditions of security, lighting and any other conditions that the PROVIDER considers appropriate for an optimal execution of the contracted service.
4.7.2. In the event that the execution of the service implies an excessive risk for the PROVIDER's employees, the CONTRACTOR shall be obliged to make available to the PROVIDER the auxiliary personnel required by the latter, the cost of which shall be borne by the CONTRACTOR.
If the CONTRACTOR needs to finance the payment of the invoice by means of an agreement established with the PROVIDER, it may access preferential credit conditions to facilitate its compliance with the established payment commitment.
4.7.3. For services that include laboratory tests, the PROVIDER reserves the right to carry them out by its own means or, exceptionally, to subcontract any of the requested tests to a laboratory that meets the applicable accreditation requirements, charging the corresponding expenses to the CONTRACTOR
4.8. COMPLAINTS AND ADVICE OF APPEALS.
4.8.1. The procedure Control of Nonconformities, Complaints and Appeals, corresponding to the process, treatment and management of complaints and appeals, is available to any interested party.
5. DAMAGES AND LIMIT OF RESPONSIBILITY
5.1. The responsibility of the PROVIDER, its agents, employees, subcontractors and suppliers for claims arising from the performance or non-performance of its obligations (by negligent act or omission), shall not exceed in aggregate the basic contractual price and shall in no case include damages arising from loss of profits, loss of income, delays, claims of CONTRACTOR's customers, and any special, indirect or consequential damages and losses of any kind (whether contractual or extra-contractual in nature).
6. ETHICAL MANAGEMENT
6.1. The CONTRACTOR is aware and accepts that the PROVIDER shall not contract or perform services or purchases from companies that use forced labor, carry out racial or any other gender discrimination practices or resort to child exploitation, regardless of the country in which they operate.
7. NON-COMPLIANCE OF THE CONTRACTOR
7.1. In case of non-compliance or lack of timely or adequate compliance with any of the CONTRACTOR's obligations, the PROVIDER shall have the right to totally or partially terminate the contract or cancel its execution in whole or in part. The PROVIDER shall inform the CONTRACTOR of the non-compliance by means of a reliable notification and in case of not being solved within seven (7) working days, the PROVIDER may terminate the contract without the need of further warning of non-compliance or judicial intervention, and without the PROVIDER being liable for the damages that such termination or suspension may cause to the CONTRACTOR. Likewise, in case of termination, the PROVIDER may claim from the CONTRACTOR all the damages caused by its non-fulfillment.
7.2. The contractual termination will suppose the anticipated expiration of all the amounts owed by the CONTRACTOR to the PROVIDER that will become, consequently, liquid, due and payable.
8. WAIVER OF RIGHTS
8.1. The lack of exercise by any of the parties of any right conferred to them by the present GCP shall not be considered as a waiver of the same, nor shall it operate in such a way as to hinder the exercise of such rights at any subsequent time.
9.1. Neither party shall assign the AGREEMENT without the written consent of the other party, with the sole exception that the PROVIDER may assign the AGREEMENT, in whole or in part, to any of the companies that are part of the same business group.
10.1. Except when the context so requires, each stipulation of the present GCP shall be interpreted independently from the rest of the stipulations. The fact that any provision is declared partially or totally null and void or unenforceable shall not affect the validity or enforceability of the remaining provisions.
11.1. Notifications to be made to the PROVIDER shall be made at the address that appears in the CONTRACT or at the address subsequently indicated to the CONTRACTOR. Notifications to be made to the CONTRACTOR shall be made at the address indicated or at the last known address of the CONTRACTOR. The notifications can be made by mail, fax or e-mail.
12.1. In case of discrepancy between texts in Spanish and texts in any other language or any other documentation related to the provision of the service, the text in Spanish shall prevail.
13. APPLICABLE LAW AND COMPETENT JURISDICTION
13.1. Any SHEET OF COMMITMENT, CONTRACT or agreement between the parties subject to this GCP shall be governed by and construed in accordance with Spanish law.