Terms & Conditions

The technical and financial Proposal has been developed based on the information and premises provided by the Client. Any variation not considered in the scope of the technical proposal, such as, but not limited to, regulatory changes, internal policies, taxes and/or internal procedures, or any new requests or requirements made by the Client, shall be subject to further technical and economic revision and evaluation to be agreed by the Parties prior to implementation.

Drawings or samples that are displayed and/or provided, specifications of colors, dimensions, thicknesses, weights, and other descriptions in the Proposal shall be as accurate as possible but shall only be intended as a guide. The Client may derive no rights from these.

Thirty (30) days of mobilization period are granted from the award / LOA.

Power and Water Supply (all the Utilities) provided by the Client are free of charge..

This Proposal is valid for forty-five (45) days and may be reviewed and used exclusively by the Client.

 

Price and payment

Price. The Client agrees to pay the price stated in the quotation. The price(s) do not include any taxes, fees, levies, etc. such as VAT or withholding tax, if applicable. Adjustment for Changes in Legislation The Price shall be adjusted to take account of any increase or decrease in cost resulting from a change (including new or annulment) in the Laws of the Country. Adjustment for Changes in Costs The amount for the Price payable shall be adjusted for rise or fall in the costs of goods imported for the Project not in ACE’s control; subject to evidence agreed by the Parties. Payment Terms. All payments shall be made by bank transfer and effective within thirty (30) days from the invoice date. If an invoice is not fully paid after the expiry of the term referred to in the previous paragraph, ACE is entitled to receive financing charges of 5% compounded monthly on the amount unpaid during the period of deferred payment. No withhold or retention will be applicable on payments and no Performance Guarantee Bond shall be issued. Credit Assignment. ACE shall be entitled to assign to a financial institution any receivables or credit claims in virtue of the Project

Program of work

The works shall be fully completed and properly delivered by the Completion Date stipulated in the program of works included by ACE, notwithstanding the foregoing, the Parties may agree to extend the period of execution of the works.

Approval

Client expressly acknowledges and agrees that the amounts provided in the Proposal are provided for planning purposes. Such quotes represent ACE’s best estimates at the time of the Proposal but shall not be considered a representation or warranty that the Project quotes or costs will remain unchanged.

At a later stage, the Parties shall negotiate the terms, the certification process, and acceptance/approval of the works, legal framework, and procedural guarantee including the term in which the Client shall validate any deliverable and/or work. In the event, the Client does not validate the deliverable and/or work within the given term, such deliverable and/or work shall be deemed to be approved and accepted by the Client.

Liability

ACE shall not be liable and no claim, demand, action, lawsuit, cause of action, assessment or reassessment, charge, proceeding, judgment, damages, obligation, penalty, cost, expense (including reasonable attorneys’ fees), loss, debt or liability that could arise from the Proposal or for any errors therein or omissions therefrom.

ACE shall not be liable for any loss of profit (whether direct or indirect), any other indirect or consequential loss or damage, or loss of business opportunity or third-party damages whether arising from negligence, breach of the futures contracts, or otherwise.

Limitation of Liability

The aggregate liability of ACE under or in connection with the final agreement whether arising from negligence, breach of contract, or otherwise shall not exceed, under any circumstance, an amount equal to the price paid or payable by the Client to ACE for the scope of the works/project.

Client responsaibilites

Documentation. The Client must provide ACE with accurate and complete information, documentation, and materials necessary for ACE to complete the deliverables and works. Coordination. The Client is responsible for the coordination and communication between ACE and third parties that may be involved in the Project and whose work may affect ACE’s design or production of deliverables or execution of Works. Ratifications. The Client represents, warrants, and covenants to ACE that (a) the Client owns all rights, titles, and interests in, or otherwise has full right and authority to permit the use of the materials, information, documents, etc. provided to ACE; (b) to the best of the Client’s knowledge, the materials, information, documents, etc. provided to ACE do not infringe the rights of any third party, and the use of the materials, information, documents, etc. provided to ACE as well as any Trademarks in connection with the Project do not and will not violate the rights of any third parties; and (c) the Client shall comply with all laws and regulations as they relate to the works/project. Indemnification. The Client will fully indemnify ACE from and against any and all liabilities, costs, demands, causes of action, damages, and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.

Suspension / termination

If the Client breaches any of the obligations under the final agreement, and it has not remedied such breach in thirty (30) days, ACE may terminate or suspend the execution of works and the agreement.

In case of termination by the Client, the Client shall pay for all the work executed up to the date of termination and any reasonable associated direct and indirect costs necessarily incurred by ACE in complying with Client´s instructions regarding such termination including, but not limited to, all reasonable cost of canceling/terminating any subcontracts placed or entered for the scope of work and any other cost incurred.

In the event that the suspension of any of the Works is due to causes not attributable to ACE, ACE will be entitled to receive compensation for accrued costs and investments incurred until the suspension date and the corresponding extension of the deadlines initially agreed for the provision of the suspended Works.

Notwithstanding, any aspect regarding the termination or suspension shall be negotiated in a further stage in more detail.

Variations, claims and extension of time

Instruction, decision, or order as directed and confirmed in writing by the Client.

Until an amendment of their agreement has been signed by both Parties and, unless otherwise agreed in writing by the Parties, ACE shall continue to execute the Works in accordance with the existing terms.

A Variation shall not comprise the omission of any work which is to be carried out by the client or others.

Any Variation omission descoping of the works and/or items causing more than the omission of 15% of the value of the Price shall be subject to a claim for loss of profit by ACE.

All claims, variations of works, and extensions of time procedures shall incorporate fixed terms for submission from ACE and approvals by the Client.

Comunication & Documentation

All inquiries must be addressed to the Parties’ designated representatives or to employees expressly designated by these representatives.

As a general rule, communication between parties must take place electronically. The parties accept that all communications may be sent electronically to the agreed email address.

Both parties shall ensure proper communication, storage, and backup copies of documents and other material for which the party is responsible while the records must be in its possession.

Intellectual property

All Intellectual Property backgrounds shall remain in the property of the legal owner of such right. No transfer of Intellectual Property shall be due until the full payment under the final agreement has been liquidated.

Confidential information

The Client agrees to maintain strict confidence and not to use or disclose any information on the Proposal for a period of five (5) years from the date of issuance.

Subcontracting

ACE may subcontract or assign in whole or in part its rights and obligations concerning the provision of the scope of works concerning this Proposal with just a prior notice to the Client about this circumstance.

It shall not be necessary in case the assignee is owned by ACE or is owned by Acciona Group.

AC Staff

The Client undertakes not to carry out any action aimed, directly or indirectly, at hiring employees, representatives, managers, collaborators, suppliers, customers, subcontractors, and/or of any other group linked or related to ACE for a period of twenty-four (24) months from the date of issuance.

Warranty

The Client is obliged to check the delivered works immediately after receipt and to state any visible failures, damage, and/or deviations.

ACE will guarantee the work during the execution period. Any guarantee required for material and installation defects, will not exceed one (1) week.

Settlement of disputes:

ACE and the Client shall in good faith and using all reasonable efforts in the spirit of cooperation take all steps as may be necessary or desirable to settle amicably any controversy, claim, or dispute that arises out of or relates to the final contract or the breach, termination, or validity thereof, through negotiations and other constructive discussions including the obligation to try to resolve the dispute during one (1) month of mediation.

In the event that the parties do not reach a settlement, they agree that any dispute, controversy, or claim arising out of or in connection with this contract shall be referred to the Madrid Court of Arbitration (MCA) and finally resolved by arbitration under the Rules of the MCA with three arbitrators appointed in accordance with the said Rules. The seat or legal place of arbitration shall be Madrid (Spain) and the language of the arbitration shall be Spanish.

The Agreement to be signed shall be governed by, interpreted under, and construed in accordance with the Spanish laws.

Acceptance

The Proposal supersedes all prior offers and other communications and sets forth the entire understanding of the Parties with respect to the subject matter hereof.

Any waiver or additional or different terms or conditions proposed by either Party shall be ineffective unless accepted in writing by both Parties.

Particular or special conditions to be applied in addition to these general conditions shall be defined in a Contract signed by both Parties.

The undersigned agrees to the terms and conditions included herein.