These general terms and conditions are the only conditions applicable to all accepted maintenance, repair and modification work carried out by TALLERES GUIBE (hereinafter, the "Services").
The provision of the Services will be subject to the provisions of these general terms and conditions and those that, where appropriate, are specifically established as specific conditions in the quotation that is prepared in response to the Client's request.
They shall comprise the performance of the Services specifically listed in the offer issued by TALLERES GUIBE, once the Client's request has been received and following the issuance, once the gearbox has been examined by TALLERES GUIBE, of an initial intervention diagnosis report, unless there are exceptional situations. The Client acknowledges that the Services do not require a particular result unless otherwise stated in the offer.
Once the offer has been sent to the Client, the latter shall have a maximum of fourteen (14) days to accept it and send the order/the acceptance of the quotation to TALLERES GUIBE. Once this time has elapsed without news from the Client, TALLERES GUIBE will return the gearbox to the Client, invoicing the time invested in the review and preparation outline of the quotation.
TALLERES GUIBE reserves the right to make modifications to the offer issued considering a first diagnosis of the breakdown/failure if once the repair work has begun, additional work to that initially foreseen and offered is deemed necessary. In this case, TALLERES GUIBE shall notify the Client as soon as possible of the additional work required, the amount thereof as well as the execution period.
The Client shall have a period of three (3) days to communicate the acceptance or rejection of these modifications to TALLERES GUIBE.
If, after the communicated modification, the Client refuses to go ahead with the repair, TALLERES GUIBE shall proceed to return the gearbox to the Client, invoicing the time invested up to that moment.
The contract shall be deemed to be concluded upon receipt of the confirmation of the offer by the Client or upon receipt of the Services.
Any reference to other general or specific terms and conditions of the Client that may appear in its documents (Order, emails, published by computer, etc.), regardless of the time at which they were issued, shall in no case bind TALLERES GUIBE, and cannot be considered as an integral part of the contract, even if TALLERES GUIBE has not explicitly rejected them. Deviating conditions of the Client shall only be valid to the extent that they have been explicitly accepted in writing by TALLERES GUIBE.
Should any provision of these terms and conditions become wholly or partially ineffective, the contracting parties shall replace such provision by means of a new covenant that is as far as possible equivalent to its legal and economic effectiveness.
The Client must provide TALLERES GUIBE with the technical documentation necessary for the provision of the Services. If TALLERES GUIBE requests additional information or documentation, the Client shall be bound to provide it.
When the Services are provided at the Client's premises, the Client shall provide TALLERES GUIBE's personnel with an appropriate and safe place to work and, if necessary, shall provide TALLERES GUIBE free of charge with the required pedestrian and vehicle access rights. In addition, the Client shall adopt the appropriate measures to guarantee safety at work and health protection and shall be responsible for any possible non-compliance with the applicable regulations on safety and prevention of occupational hazards affecting the facilities where the services are to be provided.
When the Services are provided at TALLERES GUIBE's facilities, the Client shall be responsible for the dismantling and assembly of the gearbox at its facilities, as well as its transportation.
The Client undertakes to be up to date with their tax and social security obligations and those relating to the duties and restrictions of environmental regulations.
Likewise, the Client must obtain a civil liability insurance policy and keep it in force during the entire period that TALLERES GUIBE provides the services.
TALLERES GUIBE undertakes to provide the Services by means of qualified personnel and may subcontract with third parties any work it deems necessary.
TALLERES GUIBE reserves the right not to accept a repair or maintenance request.
TALLERES GUIBE shall carry out the provision of the Services, at its choice, at the Client's premises or its workshops.
When the provision of the Services is carried out at the Customer's premises, TALLERES GUIBE shall be entitled to carry out a risk assessment and safety check and to refuse or suspend at any time the provision of the Services, when the safety of the personnel is not guaranteed, or the Client does not comply with its obligations.
Unless otherwise agreed, all indications regarding completion dates are based on estimates and are therefore indicative and non-binding. TALLERES GUIBE, therefore, reserves the right to make changes to the date stated in the quotation.
Unless otherwise agreed, the transportation, disassembly, assembly, installation and the like of the gearbox at the Client's premises shall be at the Client's cost and expense.
When the Services are provided at the Client's facilities, TALLERES GUIBE will invoice the Client for travel, transportation, accommodation and other necessary expenses.
Unless otherwise agreed, TALLERES GUIBE will invoice the price of the Services at the end of the repair.
The Client may not withhold or reduce payments due to complaints, claims or other reasons not recognised by TALLERES GUIBE.
All payments shall be made by the means of payment indicated in the offer, the due date being the one indicated on the invoice.
If the Client does not comply with the agreed payment dates, the latter shall pay the annual legal interest from the agreed payment date without any prior notice.
TALLERES GUIBE shall provide the necessary spare parts to carry out the Services. In those cases where the Client provides the spare parts, the Client shall be responsible for the suitability thereof and any possible damages that an unsuitable part may cause.
In the absence of any contrary agreement, the replaced parts shall remain the property of TALLERES GUIBE.
TALLERES GUIBE shall be responsible for the disposal of the replaced parts or the resulting consumables after the provision of the Services.
TALLERES GUIBE hereby warrants the parts replaced or repaired for a period of six (6) months from the end of the provision of the Services.
If the Service performed or the parts used prove to be defective, and this entails incorrect or negligent performance, TALLERES GUIBE shall remedy the defects within a reasonable period of time. In this regard, TALLERES GUIBE may choose between such correction or the replacement of the defective parts. To this end, the Client must notify TALLERES GUIBE in writing detailing the defects during the warranty period immediately after their discovery.
The warranty shall be void if the Client carries out modifications or manipulations without the written consent of TALLERES GUIBE, or if the Client, in the event of the occurrence of a defect, does not immediately take all appropriate measures to mitigate the damage or does not offer TALLERES GUIBE the opportunity to remedy the defect.
Defects due to circumstances not attributable to TALLERES GUIBE include premature breakage of the elements, improper use or maintenance, non-observance of operating instructions, excessive use, inappropriate damage reduction measures, etc., are excluded from the warranty and the liability of TALLERES GUIBE.
Services rendered in response to temporary solutions, due to the Client's urgency and requested by the latter, shall not be covered by any warranty whatsoever.
TALLERES GUIBE shall be liable for any damage that the gearbox may suffer from the time it is unloaded at its facilities until it is made available for loading. Under no circumstances will it be liable for damage caused during transportation.
If the repair work takes place at the Client's facilities, the liability of TALLERES GUIBE shall be limited to the effective period of time during which its personnel are carrying out repair, replacement or maintenance work on the product.
TALLERES GUIBE shall be liable for all those damages that cannot be excluded or limited by law. Under no circumstances shall it be liable for indirect damages, such as business interruption, consequential damages, loss of profits, income, business, loss of data or any other indirect or consequential loss or damage of any nature that the Client may suffer.
In the case of other damages, the maximum amount for which TALLERES GUIBE shall be liable for all compensation items attributable to it shall be the amount of the invoice corresponding to the Services that are the purpose of the request for compensation.
Given the nature of the Services provided by TALLERES GUIBE, the latter shall not be liable for any damage that may be caused to the gearbox during the repair work and which is due to its condition.
TALLERES GUIBE shall not be held liable for the breakdown that occurs (i) when the failure is due to the Client's failure to accept the repair of any fault detected or subsequently hidden faults, (ii) when the Client has not followed the recommendations or technical advice provided by TALLERES GUIBE, (iii) due to dismantling work on old machines.
Suppose unforeseen events significantly change the economic significance or the content of the Services or seriously affect the performance of the Services, as well as in the event of the unforeseen impossibility of performance. In that case, the contract shall be amended accordingly by the parties.
Suppose performance is no longer economically feasible for TALLERES GUIBE due to unforeseen circumstances. In that case, TALLERES GUIBE shall be entitled to terminate the contract or the affected parts of the contract, provided that the latter notifies the Client immediately after becoming aware of such circumstances. In this case, TALLERES GUIBE shall be entitled to payment for the Services already provided.
These general terms and conditions shall come into force with the acceptance of the offer and shall remain in force for as long as TALLERES GUIBE provides Services to the Client.
The Parties undertake to keep confidential and not to disclose to third parties without the prior written authorisation of the other Party, the Confidential Information to which it has had access or which has been generated throughout and by virtue of the Services, unless:
It is in the public domain at the time of disclosure, (i) as a result of information transmitted in good faith by a third party entitled to disclose it, or (ii) for any cause other than for breach of the provisions of these General Terms and Conditions.
It is lawfully within the receiving party's knowledge and it can demonstrate that it was known to the receiving party prior to its transmission.
Is known to the other Party as a result of the transmission of such information by a third party not party to this agreement, with sufficient legitimacy for its free communication and without being subject to possible limitations resulting from confidentiality agreements.
It is disclosed pursuant to a court order or other legal or governmental action, or pursuant to a request from a judicial or administrative authority legally entitled to compel disclosure, but only to the extent required.
The disclosure is approved by the written agreement of the other Party.
Confidential material and information provided may only be used for the provision of the Services. At the end of the term of the Services, the receiving Party shall return to the providing Party the confidential information provided by the latter.
The Parties undertake to comply with the applicable regulations on the protection of personal data, particularly the security and confidentiality of such data.
Furthermore, the Parties undertake to accept their responsibilities under the applicable regulations on the protection of personal data and undertake to keep each other harmless against any claims from third parties, authorities, and data subjects due to non-compliance with the regulations on the protection of personal data of the other Party.
A force majeure is any event beyond reasonable control, unforeseeable, uncontrollable, undesirable and recognised as such by case law including, but not limited to, fire or other accidents, natural disasters, epidemics, strikes or occupational disputes, war or other acts of violence, or any law, order or requirement by a governmental agency or authority.
When a force majeure event occurs, the affected Party shall take the necessary measures to mitigate its effects and inform the other Party describing the circumstances encountered, the effects and the initial actions taken.
Once the actions to be taken have been agreed and if the situation of force majeure lasts for more than twenty (20) days from the time it was reported, TALLERES GUIBE may terminate the contract in whole or in part, with the Client having an obligation to pay the price for the Services effectively provided up to the date of termination.
The Parties agree that the validity, interpretation and fulfilment of these general terms and conditions shall be governed by Spanish law.
In the event of any discrepancy or difference between the Parties in relation to the existence or content of these general terms and conditions, the Parties expressly waive any other jurisdiction that may correspond to either of them and submit themselves to the Courts and Tribunals of Tolosa (Gipuzkoa).