- – ACCEPTANCE.
1.1 – Sociedad Industrial Equipos y Servicios, SAPI de CV (“SIES”) and the Customer (“Buyer”), acknowledge and accept that the terms and conditions contained herein constitute the entire agreement between the Buyer and SIES in relation to the sale of goods, products and services provided by SIES to the Buyer.
1.2 – Changes or modifications to this agreement will only be considered if a written previous written document, with the signatures of authorized personnel of the parties, specifying and validating the modifications and accepting the technical and economic changes to be made.
1.3 – Drawings, technical information and documents sent by SIES to the Buyer for the validation and authorization of the equipment to be manufactured, goods or services are the exclusive private property of SIES.
1.4 – The Buyer may not copy, reproduce, transmit, disclose or deliver to a third party, for business or informational purposes, on the development and/or manufacture of an equivalent product, without the prior written authorization of SIES, detailing the reasons, beneficiaries of the information delivery, and granting to SIES the guarantee that there shall not be any type of misappropriation or incorrect use of information committed in this document.
1.5 – No unauthorized third party may transfer any of the information without the prior written approval of SIES.
1.6 – The information delivered to the Buyer will only be used for the sole operation or maintenance of the Equipment involved in this negotiation, with the exclusion to any other purpose, including a total or partial copying of this information.
- – PRICES.
2.1 – The prices indicated are expressed in the currency mentioned in the proposal and are valid for 30 calendar days from the date of quotation.
2.2 – After this period, SIES reserves the right to make adjustments to the offer without prior notice, at any time, for any external economic reason, as a result of changes in parity, material costs or general expenses (without limitation, not limited to), so the buyer must request a written confirmation that proves the validity of the offer before closing the negotiation and / or update it.
- – PAYMENT.
3.1 – To activate the process of registration and scheduling of a purchase order, the Buyer must deliver in writing the purchase order, specifying the goods or services that comprise the operation, and do the payment of 50% of the amount for the purchase order as an advance. Different payment terms are acceptable to be negotiated during the business process. The final payment terms agreed must be specified in the quotation and in the purchase order
3.2 – The balance is payable upon receipt of the shipping documents and invoice.
3.3 – If Buyer defaults on the advance payment agreement to start the production of the contracted goods or services, the Buyer accepts application of the interests on the pending payment. The interest that is applied to this payment is the equivalent to the average monthly cost of interest established by the Bank of Mexico at the date of payment. This charge applies from the moment of the formalization of the purchase order or contract and until the time of liquidation of the overdue balance of payment for the contracted goods.
3.4.- Other payment conditions may be applicable, if the parts mutually agree in writing during negotiations previous to the Purchase Order execution.
- – DELIVERY.
4.1 – The commitment to delivery established during the negotiation may not necessarily be the same as the period established in the offer that covers the goods and services corresponding to this contract.
4.2 – Delivery time must be validated and accepted by the parties before the beginning of the manufacturing process.
4.3 – The equipment, supplies, materials and services contained in this contract are delivered Ex Works SIES plant in Mexico City. The buyer must provide the transportation to embark to destination the goods contracted. The equipment loading and unloading maneuvers at SIES plant, on site and the corresponding risks are the responsibility of the Buyer.
4.4.- Other delivering conditions may be applicable, if the parties agree in writing during negotiations, before the purchase order is placed.
4.5 – in order to validate the delivery period for the goods or services to be delivered, the Buyer must provide the following information: a) Written Purchase Order, which is the acceptance by the Buyer of the scope of supply and the price agreed in this contract, b) Evidence of payment for the advance payment (see clause 3). c) Attach technical specifications, d) Working speeds, e) Operating speeds, f) Dimensions, g) Equipment installed before and after the equipment covered by this contract, h) Operating heights, i) Approved manufacturing drawings, j) Information on the products handled in the process (sizes, product temperature, travel path, number of lines, rhythm, etc).
4.6 – Claims for non-compliance with operating conditions will not be accepted if the Buyer has not provided the technical information necessary to formally establish the operating conditions, or if the product enters the supplied equipment misaligned, accumulated or outside the normal operating conditions and process specifications.
4.7 – In the event that delivery of the equipment is delayed due to requirements or needs of the Buyer, SIES may deliver the equipment to a warehouse at the expense and risk of the Buyer, where the equipment will be stored until requested by the Purchaser.
4.8 – Once the goods have been delivered to the Buyer, any risk of accident or loss will be the responsibility of the Buyer.
4.9 – Delivery shall be considered completed when the goods covered by this contract are delivered to the Buyer, to a representative of the Buyer or through a private transport company or to a warehouse.
4.10 – Claims for shortages, delays or other delivery errors must be made in writing to SIES no later than ten days after delivery.
4.11 – Where at the request of the Buyer delays in deliveries due to changes in specifications, modifications to manufactured equipment, changes in operating conditions or configurations, the Buyer accepts and authorizes the modification to delivery dates and the charges resulting from the modifications made.
4.12 – The equipment will be delivered properly packaged to prevent deterioration under normal conditions of transportation to the destination established by the Buyer.
- – TAXES.
5.1.- Unless otherwise agreed in writing, each party shall be responsible for its respective taxes as required under the applicable law, including but not limited to all sales, use, revenue, gross receipts, income, excise, value added, and other national, federal, state, provincial, local, or foreign taxes.
5.2 – The prices accepted by the Buyer in the negotiation do not include any tax, retention or compensation to federal, state or local authorities that are effective on the date or will have effect in the future, if applicable, are the responsibility of the Buyer.
5.3 – VAT (Value Added Tax) and any other applicable tax or retention will be shown on the invoice as a separate charge to the amount of committed payment.
- – INTELLECTUAL PROPERTY RIGHTS
6.1.- Only the identity presented by the Buyer as its own, may use materials, drawings or information that are intelectual property of SIES only for operational purposes. Not applicable to any other identity, even if part of the same Group, without the prior written consent of SIES.
6.2.- The Buyer shall take all necessary measures to ensure and protect the SIES intellectual property rights over the equipment, services and information provided to the Buyer.
- – WARRANTY
7.1 – All equipment, repairs or services provided by SIES have a warranty period.
7.2 – EQUIPMENT
7.2.1.- Equipment manufactured by SIES is guaranteed for one (1) year from the date of completion of manufacture at the SIES plant and does not extend if the Buyer has delays in accepting the products.
7.2.2 – In the case of equipment manufactured under designs provided by the Buyer, SIES guarantees the materials and work under the terms of this document, but assumes no responsibility for the operation of the equipment.
7.2.3 – In equipment, materials and external components which are integrated to complete equipment manufactured by SIES, which are provided by external suppliers that are not of SIES manufacture, then the warranty granted by the respective manufacturer is transferred to the Purchaser, always through SIES.
7.2.4 – Electrical or electronic parts and components subject to normal wear and tear, such as fuses, lamps, electronic cards, etc., are not covered by warranty.
7.2.5 – The repairs and spare parts used in case of problems in the equipment will not extend the guarantee period for the equipment, after the problem has been corrected.
7.2.6 – In the event that the Buyer requires assistance from a SIES service technician to replace spare parts or to service the equipment, the Buyer agrees to pay the service costs, service hours applied and travel expenses.
7.2.7 – The warranty is voided if SIES does not install the equipment.
7.3 – SPARE PARTS AND SERVICES
7.3.1 Spare parts, components and services sold by SIES are guaranteed from defects in materials and workmanship for a period of ninety (90) calendar days from the date of shipment.
7.3.2 – For any sale made the warranty covers repair or replacement of materials and workmanship required to repair equipment at the SIES plant.
7.3.3 – SIES does not accept liability claims for damage caused by improper operation, unauthorized changes in programming, malpractice, fraudulent operation, chemical decomposition, use of abrasives, functioning out of temperature range, tampering or soiling of equipment. Claims will also not be accepted for: repairs or installations made by external technicians who are not SIES personnel, or work performed by technicians not previously authorized. The same applies to claims generated by the use of spare parts not supplied or manufactured by SIES.
7.3.4 – To claim the warranty, the Buyer must submit a written report to SIES (during the equipment warranty period) requesting its correction. SIES evaluates the complaint to establish responsibility. If the complaint proceeds, SIES agrees to correct any malfunctions due to defective design, defective materials or workmanship errors.
7.3.5. The warranty only covers the repair or replacement of parts that do not meet the performances promised.
7.3.6 – Repairs, adjustments or replacements of spare parts under the warranty will not renew or extend the original warranty period consequently.
7.3.7 – The Purchaser shall ensure that SIES personnel receive the necessary support at its facilities to complete the inspection and settlement of the claim.
7.3.8 – For equipment constructed as New Developments (i.e., equipment never built before) which presents performance problems, the Purchaser will authorize the associated expenses associated with the changes and modifications made to the equipment or systems to operate within the parameters defined by the Purchaser.
7.3.9 – If for any reason SIES fails to respond to and resolve the warranty claim within fourteen (14) calendar days after acceptance, the Buyer shall be free to make corresponding repairs on behalf of SIES, SIES assuming the obligation to pay to the Buyer for the repairs conducted, after the verification of the expenses incurred.
7.4. – CHANGES AND MODIFICATIONS.
7.4.1 – All modifications and the possibility of modifying the technical scope agreed upon in the purchase order requested in writing by the Buyer, will be accepted by SIES once the changes to be made have been defined by mutual agreement.
7.4.2 – For its part, the buyer accepts the adjustments resulting from the requested changes, which may be between others but not exclusive, price of equipment or service, delivery schedule, dimensional and operational changes that may occur. Changes must be accepted in writing by the parties before execution. .
7.4.3 – SIES reserves all rights to make changes or modifications to the design or manufacturing process of the equipment being produced by SIES, provided that this change benefits the operating characteristics, increases the resistance of the equipment, saves energy or extends the lifespan of the equipment.
7.4.4 – If the Buyer declines to authorize the changes requested by SIES, SIES will be exempt from the liability of meeting such warranties, because of the effects caused on the equipment and SIES, by the lack of such authorization.
- – INSPECTION AND TESTING.
8.1 – The Buyer has the right to conduct inspections during the manufacture of the equipment, as well as to verify the quality of the materials and components used in its integration. Visits can be made during the manufacture of the products or at the end of their manufacture. All inspections by the Buyer shall be scheduled in advance to be carried out during normal working hours at SIES facilities.
8.2 – Mechanical and electrical operation tests performed on equipment at the SIES plant, will only be operation tests, without any product on the lines. Whenever possible, simulative operating tests shall be performed with product (to be supplied by the Purchaser) on the date established for equipment testing.
8.3 – Completion of the acceptance test shall constitute acceptance of the equipment and, therefore, Buyer shall authorize the shipment of the equipment to destination and the billing of the outstanding balance.
8.4 – After the equipment has been physically delivered to the Purchaser at the SIES plant, the commissioning test for equipment acceptance must be completed within a maximum of thirty (30) calendar days after the equipment has been shipped to the installation site. If Buyer delays the equipment acceptance tests or service, SIES will consider the equipment or service as accepted by the Buyer, after thirty (30) calendar days from the day of shipment from SIES plant. The unpaid balance invoice will be presented to Buyer for collection.
8.5 – In the event Buyer requires that the equipment is being tested with product or that the equipment is connected to other equipment for further testing, Buyer shall cover the expenses incurred by this activity, including costs of materials and labor used to adapt the installation of the equipment for testing.
8.6 – The Buyer shall provide SIES with the product, raw material or sufficient and necessary materials for the performance of the tests, at no cost to SIES.
8.7 – If the test does not meet specifications or agreed performance, SIES reviews and corrects the causes of non-compliance and once the failure is repaired, performs additional tests.
- – LIMIT OF LIABILITY
9.1 – Under no circumstances will any SIES officer, employee, agent, distributor, supplier or any SIES representative be responsible to Buyer or any third party for damages, including but not limited to special incidents, lost use, income or profits, whether due to breach of warranty, breaching of contract, negligence or even if SIES or its representatives have been advised of the possibility of such losses.
9.2 – SIES does not accept penalties for non-compliance with deadlines to resolve operational problems and/or deliveries when the delay is due to unforeseen circumstances, force majeure, new application equipment development, equipment modifications, operational or process adjustments.
9.3 – SIES do not accept charges for consequential damages resulting from faults in operating equipment or during operating configurations.
9.4 – The only and exclusive remedy accepted by SIES for damages of any kind related to the products manufactured and supplied, shall be limited to the remedy of repair.
- – INDEMNIFICATION
10.1 – Buyer agrees to indemnify, hold harmless and defend SIES, its directors, officers, employees, representatives and agents against all losses, costs, damages, claims, liabilities or expenses, including, but not limited to, reasonable legal and other fees, which result from, or are the result of, injury to persons or property damage caused by the failure of Buyer to install or improperly use all goods and services produced by SIES.
- – FORCE MAJEURE.
11.1 – SIES shall not be liable for any failure or delay in the delivery of any goods or services that have been acquired from SIES, caused by acts or situations beyond its control, such as acts of force majeure, civil disturbances, terrorism, acts of civil and military authorities, fires, weather problems, strikes, civil disturbances, manufacturing errors, delays in obtaining official documents or in the transportation of equipment or services, export licenses or any other act of force majeure beyond the SIES control.
11.2 – Due to a delay for any reason beyond the control of SIES, the company may require postponement of the delivery date for a period equal to the time lost due to such delay or for a time considered reasonable to comply with delivery.
12.1 – If for any reason the Buyer decides to cancel the Purchase Order and the property contract in question, the following considerations shall apply:
12.1.1 – Any purchase order cancelled for any cause outside of the SIES control, will be subject to a termination charge amounting 30% of the total contract amount.
12.1.2 – If a production order is progress 60% in the manufacturing process and is cancelled, SIES will charge the Buyer for 50% of the contract amount.
12.1.3 – If the advance in manufacture is superior to 70%, the Buyer has to pay SIES the total amount of the agreed price and SIES will deliver to the Buyer the corresponding components of the equipment.
- – ASSIGNMENT OF RIGHTS
13.1 – The contract, its obligations and rights may not be transferred, in whole or in part, to a third party without the prior written consent of SIES. Otherwise, the contract will be null and void.
- – LANGUAGE.
14.1. – These Sales Terms and condition may be translated by the buyer for its own convenience.
14.2. – Any interpretation or enforcement of these Sales Terms and condition must be accomplished with sole reference to the final, signed version, where is the Spanish version of these Sales Terms and Conditions, the version that will prevail in case of any inconsistency.
- – JURISDICTION.
15.1 – For all purposes of the interpretation, application or performance of this Agreement, the parties expressly agree that it shall be governed by the laws applicable in Mexico City, Mexico and shall submit to the jurisdiction of the competent courts of this city, expressly waiving any other forum applicable as a result of their domicile present or future.
15.2 – This contract is subject to the laws in force and applicable in the United Mexican States (Mexico).
15.3 – In the event Buyer fails to comply with the obligations set forth above, Buyer shall pay SIES all costs and expenses incurred by SIES, including attorneys’ fees necessary for the implementation and enforcement of SIES rights.
- – SURVIVAL OF TERMS AND SEVERABILITY.
16.1 – Any term or condition herein that is prohibited or unenforceable by the court of competent jurisdiction shall be deemed invalid only to the extent of the prohibition or unenforceability, without affecting the validity of the remaining terms and conditions.