General Terms And Conditions
Every Technical Assistance, Technological Service or R&D&I Project is subject to Specific Terms and Conditions additional to the General Terms and Conditions herein, which shall be applicable in all cases as long as they do not go against the Specific Terms and Conditions agreed in any case.1. CONFIDENTIALITY
Without prejudice to the signature of the additional Non-Disclosure Agreement, both IDONIAL and the Client or Interested Party shall undertake to keep all the information and documentation mutually exchanged between them or accessed through any means, either direct or indirect, during the performance of the tasks, as confidential. Any contractual document shall be considered as confidential, together with the technical information made available to one party by the other, as long as it has been stated at the time of delivery. Confidential information shall be understood to include, among others, samples, products or materials, blue prints, prototypes, data and similar documentation, as well as any other information provided to perform the tasks, except if directed to the public.
Both parties shall also undertake not to disclose, either directly or indirectly, information or knowledge obtained from the agreements to provided services other than those herein. Likewise, they shall undertake to take the necessary measures to ensure that both the employees and third parties comply with what is stated in this clause. In this respect, the parties shall be committed to guarantee that confidential information will only be accessed by staff who really need it for the purposes of performing the tasks herein. The data and reports obtained from their execution, as well as the final outcomes and records, shall only be treated as confidential.
Finally, the parties shall not provide any kind of information related with the tasks that could damage the normal execution of such and the objectives in mind, without the prior consent of the other party in writing. This commitment is applicable to all information provided, as a result of the research done, and to the reports and products needed to carry out the tasks allocated. This confidentiality shall be valid for 5 years since the signature of the agreement/ the Proposal acceptance or since the information was disclosed, unless it is public information or has not been disseminated by the transferring party.
A Proposal is considered accepted when the Client submits either the Proposal duly signed or a purchase order related to such Proposal to IDONIAL within the effective date. The submission of the Proposal, via either email or postal mail, and its confirmation shall mean the expressed acceptance of the Specific Terms and Conditions of the Proposal and the General Conditions herein, as well as providing IDONIAL with the initial required data. The parties, if necessary, could sign a collaboration agreement.3. PAYMENT CONDITIONS
The amounts stated in the Proposal do not include VAT, which shall be included in the invoice according to the conditions in force when issuing the invoice. The invoice shall be issued when either the tasks are completed or the established milestones are reached. Missing information on the Client’s side, such as Order No., delivery note confirmation, etc., shall not restrict IDONIAL right to issue the invoices corresponding to the contracted and executed tasks. Payment periods shall be defined in the payment conditions of the Proposal, from the invoice date. Such conditions shall be according to the legislation in force in relation to combating late payment in commercial transactions. Advance payment must be required in the following cases, except otherwise agreed on by the parties:
- 100% of the Proposal amount in case of new clients of Technical Assistance and/or Technological Services.
- 20% of the Proposal amount at the beginning of the R&D&I Projects
Outstanding invoices due to reasons not attributable to IDONIAL could cause a compensation to the Client, equal to the maximum limits established by Law 3/2004 of 29th December, which defines the measures to combat late payment in commercial transactions, modified by Law 15/2010 of 5th July.4. CHANGE/MODIFICATION OF INITIAL SPECIFICATIONS
Once the Proposal has been accepted, any variation of the initially defined objectives, functionalities, requirements, the amount of pieces/trials, or any other that might affect its development in terms of commitment, terms or execution costs shall be expressly accepted in writing by both parties. In case of modifications requested by the client, IDONIAL will proceed to revise the quotation and the Proposal conditions. Such revision will be understood to be accepted by the Client if the Client does express otherwise within a period of 30 days from the day the abovementioned documents were submitted.
if the modification were proposed by IDONIAL, the Client should expressly accept it. Should the request be rejected by the Client, and should IDONIAL consider such modifications as necessary to perform the tasks, IDONIAL could early terminate the agreement pursuant to the section “Termination” herein. Likewise and in view of the quotation submitted because of such modification, the Client, if appropriate, could request the unilateral and early termination of the agreement pursuant to section “Termination” herein. The initial term could vary in relation to those tasks, whose progress will not exclusively depend on IDONIAL staff for the project to progress (among others, decision-making on the client’s side, delays of suppliers need to develop the project, etc.), in which case a new schedule shall by defined by IDONIAL and agreed with the client.
Except if otherwise stated in the Proposal, the proposed execution time and the quotation were calculated based on IDONIAL regular working hours on working days. Any task performed as extra to these working hours or days shall be informed well in advance and shall mean a revision of the proposed term and quotation, according to each particular case.
In any case, the client will be previously informed of such in order to accept it in writing.
IDONIAL shall regularly inform the client about the tasks, in the way and frequency agreed on by the people in charge of the tasks. Deliverables (reports, prototypes, etc.) shall be generated at the agreed milestones and times. The Client shall revise the deliverables submitted by IDONIAL and shall notify any disagreement with the content thereof according to the specifications stated in the Proposal for IDONIAL to assess the contribution and proceed as necessary. If the Client does not reply within a period of 30 calendar days from the date when IDONIAL submitted the deliverable, it would be understood that there are no disagreements on their behalf. The documents generated from the Proposed tasks shall be written in Spanish. However, reports could be issued in English if previously agreed with the client, applying the corresponding fees. Reports shall be sent to the email of the petitioner in soft copies (PDF®) digitally signed.7. QUALITY/ACCREDITATIONS
The proposed tasks shall be carried out following the procedures established by FUNDACIÓN IDONIAL R&D&I Quality Management System, certified by AENOR, pursuant to regulations UNE-EN-ISO 9001 (ER-1246/2005) and UNE 166002 (IDI-0014/2005), and accredited by ENAC, pursuant to regulations UNE-EN ISO 17025 (No. 60/LE154 for trials and No. 86/LC10058 for calibration) and UNE-EN ISO 17020 (396/EI693 for legal metrology).
IDONIAL has been appointed as an authorized metrological verification organization No. 05-OV-0003, by the Regional Ministry of Employment, Industry and Tourism of the Principality of Asturias–Res. 18/02/2019, B.O.P.A. (Regional Official Gazette) No. 45 of 06/03/2019-. Entity accredited by ENAC as a Control Organization (396/EI693) to carry out State Metrological Control tasks (instruments in operation stage). Verification shall follow Order ICT/155/2020, of 7th February, which regulates the State metrological control of some measurement instruments (B.O.E. (National Gazette No. 47, of 24 February 2020). For further information, please refer to https://www.idonial.com/es/servicios/laboratorio-de-metrologia/legislacion_especifica. The requested trials, which are within IDONIAL 60/LE154 accreditation scope (please check www.enac.es) will be issued under the ENAC brand. In case of chemical analysis, the results obtained for each element within the different ranges accredited for each type of material will be issued under the ENAC brand. Finally, IDONIAL quality department could submit surveys to clients in order to know their level of satisfaction in relation to the executed tasks.
Every item that belongs to the client and is necessary for the execution of the tasks shall be delivered to IDONIAL free of transportation costs, taxes and customs duties. If IDONIAL had to pay for any expenses related to aforementioned, which were not stated in the Proposal, such shall be invoiced as additional financial and administrative expenses. If necessary, the package should state the total weight, lifting points and gravity point. The packaging should be designed according to the selected means of transport and the loading and unloading options agreed with IDONIAL. Besides, the packaging shall be appropriated to store its contents between -10°C and +40°C degrees with 100% relative humidity. In case of accepting the Proposal, the client shall provide IDONIAL with all the necessary data to carry out the tasks.
The client shall provide the necessary certificates, regulations, materials, equipment and consumable for the tasks to be carried out, unless expressly provided by IDONIAL, in which case they will be included in the Proposal as an additional cost. Should non-destructive trials be required to design the potential welding procedures (WPS, WPQ y PQR), these should be performed by an accredited subcontracted company and the cost will be passed on to the Client. Trials will be according to European regulations unless otherwise stated by the client. In case of using different regulations or codes, the client should state it so before the beginning of the trials.
The client may request their presence or the presence of third parties (inspection entities) during the trials. If so, it should be stated before the beginning of the tasks for planning purposes. Any expenses related to the presence of inspectors or to payments to inspection companies shall be on the client’s account, unless expressly requested, in which case they will be included in the Proposal as an additional cost.
Should a Proposal for this type of service be accepted, the client shall provide IDONIAL with all the data necessary for the manufacturing (CAD 2D/3D files). IDONIAL shall revise such files in order to assess how feasible the manufacturing process is (to look for mistakes in those files which hamper such manufacturing) and shall communicate any problems to the client, if any, for their solution (the client will modify or edit the files in order to make their manufacturing feasible).
Processable 3D formats to manufacture the pieces shall be as follows: .STL / .IGS / .STP / .X_t / Catia V5. Processable 2D formats to manufacture the pieces shall be as follows: .DXF/ .PDF / .AI (Adobe Illustrator). IDONIAL shall indicate the most suitable formats for each constructive process requested/approved by the client. The client shall provide any technical or functional requirement, which has not been included in the basic 2D and 3D files of the process for the purposes of assessing and including them in the manufacturing process and in the prior checking tasks to the delivery. Except if otherwise agreed on, pieces manufactured by IDONIAL shall show minimum tolerances inherent to different constructive processes. Please find below the main general service-related tolerances guaranteed by IDONIAL:
- SLS Dimensional +/- 0.20 ~ 0.25 mm each 100 mm – General thickness: +/- 0.25 mm. Copying details, areas and thickness lower than 0.7 mm is not guaranteed be using this technology
- DMLS Dimensional +/- 0.10 ~ 0.15 mm each 100 mm - General thickness: +/- 0.15 mm. Copying details, areas and thickness lower than 0.4 mm is not guaranteed be using this technology
- Vacuum Casting Dimensional +/- 0.30 mm each 100 mm - General thickness: +/- 0.50 mm
- CNC Dimensional +/- 0.10 mm each 100 mm – Minimum radius of corners and edges R3 and R2
- SLS / DMLS: "Standard" finishing. Piece support cleaning and sand Blasting. Coating is not included and it should be valued separately
- SLS / DMLS: "Cosmetic" finishing. Thin surface piece finishing on the exposed face. Coating is not included and it should be valued separately
- SLS: "Rough Coating" finishing. Standard finishing + Piece colouring
- SLS: "Cosmetic Coating "finishing. Cosmetic finishing + Piece colouring
On the other hand, please find below the conditions to use silicon moulds in these services:
- Moulds could not been taken out of IDONIAL, although these moulds belong to the client but are exclusively used by IDONIAL at its facilities. Moulds will not be delivered to the client unless explicitly indicated in the proposal
- Except otherwise agreed on, moulds will be kept for a period of 3 months from the first order. They could be destroyed after such period
- IDONIAL gives the client the chance to dimensionally check the "masters" before manufacturing the moulds. This must be agreed on during the term of the proposal for it to be included
Trial sample surpluses shall be kept for a maximum of three months from the result delivery date. After such period, samples will be disposed.11. WARRANTY
Due to the risky nature of IDONIAL R&D&I tasks, IDONIAL shall not consider any specific warranty for their deliverables, such as prototypes, products, systems or software. Specific manufacturer’s warranty shall be applicable to those cases involving the so-called commercial items. IDONIAL shall not be liable for any misuse under normal working conditions. In case of additive-manufactured pieces, the client should describe their non-conformity with the task carried out by IDONIAL within a period of 30 days upon reception of such task. IDONIAL undertakes to collect, repair and send (free of charges to the client) those poorly manufactured pieces because of their own fault and/or because they are outside the tolerance range stated in the Proposal for the different constructive processes within such period.12. MAINTENANCE
IDONIAL Proposals’ scope does not include maintenance of the deliverables such as prototypes, products, systems or software.13. DELIVERY POLICY
Those tasks that might require deliveries to the client shall be subject to the following criteria:
- NATIONAL: IDONIAL Standard delivery type: 24h
- INTERNATIONAL: IDONIAL Standard/Delivery type: to be agreed on
IDONIAL shall take no responsibility for delays or misuse of deliveries for reasons outside IDONIAL’s control. Any other type of delivery shall NOT be included in this Proposal and shall be agreed with IDONIAL. The Proposal must explicitly indicate the number of deliveries. Additional deliveries to the ones stated in the Proposal will be invoiced additionally at the end of the execution of the tasks.14. HEALTH AND SAFETY AT WORK
When the activities to be carried out at the same working place (IDONIAL facilities or client’s) involving two or more companies, such business activities will have to be coordinated in order to comply with Art. 24.2 and Art. 5 of Law 31/1995, of 8th November on Health and Safety at work and R.D.171/2004, of 30th January, which develops article 24 of Law 31/1995, of 8th November referred above. IDONIAL Health and Safety Department (firstname.lastname@example.org) shall make all the necessary arrangements to comply with the legislation in force in relation to this topic.15. CANCELLATION
In case the Proposed works were to be cancelled for more than 60 calendar days for reasons outside IDONIAL’s control, tasks executed until that date could be invoiced. The client cannot oppose to and shall expressly accept such partial payment.16. TERMINATION
Should the client consider that IDONIAL had not comply with the allocated tasks, the client should inform IDONIAL in writing giving IDONIAL no less than 30 days to correct the situation. Should the non-compliance remain according to the client, the client will inform IDONIAL about its willingness to terminate the contractual Proposal. To notify that early termination shall entitle IDONIAL to assess the tasks executed until such date, which shall be paid to the client. IDONIAL will justify the executed works and invoice them. The client will expressly undertake to pay them no later than 30 days from invoice date. Once the payment has been made, IDONIAL will provide the client with a deliverable with the results obtained until such date
In case the Proposal were to be modified as requested by IDONIAL by justified cause and the client were not to accept it, IDONIAL could early terminate the agreement and be paid for the executed tasks until such date without being the client entitled to any compensation. On the other hand, if the client early terminates the agreement unilaterally, the client shall pay the amount corresponding for the performed tasks in addition to any other expenses IDONIAL incurred or will have to incur until that stage of the Project. All the foregoing without prejudice to potential claims for damages. Failure to pay any of the invoices within the payment period shall entitle IDONIAL to consider the client to have unilaterally early terminated the agreement, thus causing the application of the foregoing. IDONIAL’s highest liability to the client shall not exceed an amount equal to the total Quotation, except for cases of gross negligence or fraud. Therefore, such limit shall not applicable to the extra contractual liability. Neither Party shall be liable to the other for loss of earnings, except in case of fraud or gross negligence.
The client holds harmless IDONIAL from any court or out of the court claim due to industrial or intellectual protection rights or other that could be filed in relation to data, studies, software, drafts, drawings, devices, technological processes, gadgets, materials and any other product provided by the client or as needed to carry out the tasks. Therefore, it shall be on the client’s account to verify, check and guarantee the execution of the works and the related developments/products without damaging third parties’ intellectual and industrial rights. The client shall be responsible for the consequences coming from the failure to comply with such arrangements. IDONIAL shall not be liable to third parties thus not being involved in any lawsuit related to the manufacturing and commercial exploitation of task outcomes.
IDONIAL shall be expressly excluded from any claim for indirect damages caused by the failure to comply with the tasks agreed, including but not limited to, loss of earnings, loss of income, contracts or similar. IDONIAL’s liability for direct damages coming from the execution of the works stated in the Proposal, except for the case of fraud, shall be limited to the total amount, for all expenses and in all cases, equal to the price stated in section 9 (Quotation and Payment). This limit is taken as the total accumulated limit in relation to all potential IDONIAL liabilities.
Except if notified by the Client before the drafting of the Proposal, the above-referred works could not be used and/or proposed as evidence during either any type of legal proceedings or arbitration. In case those technicians who performed the tasks will be called to make statements during the proceedings, the contractor of the works shall have to pay, in any case, the costs and expenses, including any professional fees incurred by IDONIAL because of such proceedings.19. DOMAIN
IDONIAL hold the ownership of any product, material, machinery or software supplied during the execution of the works. Transfer of ownership to the Client will take place once the total amount is fully satisfactorily paid. As long as IDONIAL has not been paid the total amount, the Client shall have to hold all provided products, material, machinery or software carefully and will all diligence and to protect them from any potential risks. Should the Client fail to comply with any of these obligations, IDONIAL could decide to claim the supplied material, and to withdraw it from the place where they are stored without needing to make any special arrangements or requesting the confirmation of the sale. IDONIAL shall require the outstanding amounts in cash and claim any caused damages.20. BREACH
Failure to comply with any obligation coming from the Proposal, once accepted, shall entitle the non-breaching party to early terminate the agreement, without prejudice of the right to claim the compensation for damages as a consequence of the breach. Prior to the termination, the breaching party shall have to cure the failure within a period of 30 days upon reception of the notification stating the termination of the agreement for breach. The notification will have to be sent using a means that provides written evidence of its acknowledgment.21. APPLICABLE LEGISLATION
This Proposal shall be ruled by the commercial legislation and its own clauses together with the Code of Commerce, special legislation and commercial usages.22. DISPUTE RESOLUTION
The parties undertake to try to solve any dispute arising from the accepted Proposal in good faith and amicably. In any case, the parties expressly waive their own jurisdiction, if any, and submit to the Tribunals of Oviedo for the resolution of any lawsuit, discrepancy, question or claim that may derive from the execution or interpretation of the Proposed works.23. DATA PROTECTION
Data processor is FUNDACION IDONIAL. Purpose: To draft the requested Proposal. Rights of access, opposition, rectification, deletion, portability or limitation at the address stated in the Proposal. For further information: https://www.idonial.com/en/privacy-policy24. ENTIRE PROPOSAL
The issued Proposal contains the commitments between the parties and replaces any other previous agreement. Anything added, modified or expressly waived to the stated clauses, or part thereof, shall only be valid if agreed in writing and confirmed by the signature of the legal representatives of both parties. The parties agree that in case any clause of the Proposal and /or the General Conditions is declared null or void, such nullity will not affect the enforcement of the remaining provisions.