TERMS AND CONDITIONS OF SALE
1.- ACCEPTANCE.
Any quotation or proposal sent by the seller is for informational purposes only for the customer. The seller shall be bound by the terms of this document once the Buyer issues written acceptance of these terms and conditions. ALL ORDERS WILL BE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS DESCRIBED HEREIN. IF TERMS AND CONDITIONS OTHER THAN THOSE AGREED UPON ARE ADDED, THEY WILL BE DEEMED INVALID. The Customer and the Seller agree that the terms and conditions described herein are accepted in good faith by both parties and shall henceforth govern their commercial relationship. The Seller shall begin to supply under the terms of this document until the Buyer's acceptance of these Terms and Conditions of Sale is recorded in writing.
2.- PRICES.
All prices are expressed in Mexican pesos and do not include VAT. Prices are valid on the day of delivery. Prices are subject to change.
3.- BANK COMMISSIONS.
The Buyer shall be responsible for the payment of any bank commissions that may apply.
4.- VALIDITY.
All quotations sent by the Seller shall be valid for 4 (four) weeks from the date of issue.
5.- PAYMENT TERMS.
All invoices must be paid by the Buyer in advance or within a period not exceeding 30 (thirty) calendar days from the date of issue, as agreed by the parties. Both parties agree that no instalment payments will be accepted, and there will be no deductions or discounts on invoice amounts.
6.- DELIVERIES.
All product deliveries shall be made under INCOTERM FCA.
7.- LIABILITY.
The Seller shall be liable for the product until the moment of delivery to the Buyer. Once the Buyer receives the product, the Seller shall be exempt from all liability.
8.- OWNERSHIP OF THE PRODUCT.
All products shall be considered the property of the Seller until they have been paid for in full by the Buyer.
9.- SHIPPING COSTS FOR REPAIRS.
The Buyer shall be responsible for the shipping costs for repairs and/or replacement of the product.
10.- PARTIAL DELIVERIES.
Both parties agree that partial delivery of the product shall be permitted.
11.- RETURN OF THE PRODUCT.
All returns must be accompanied by the respective delivery note, otherwise they will not be accepted.
12.- SPECIAL PRODUCTION REQUESTS.
In the case of special product versions, variations in order quantity may occur for manufacturing reasons. Any surplus or deficit greater than or less than 10% shall not constitute a breach of the delivery obligation, unless otherwise provided in the contract. The actual quantity delivered will be calculated in this case.
13.- PACKAGING.
The cost of packaging will be added to the cost of delivery.
14.- RETURN OF PACKAGING.
Packaging in poor condition or that has been improperly used will not be accepted for return.
15. EXCLUSIONS.
The Buyer acknowledges that specially designed products cannot be returned. Any product that is sold and delivered correctly cannot be returned unless otherwise agreed.
16.- LIMITED WARRANTY.
Only the warranties stated herein shall apply. The seller warrants that the product is free of all encumbrances. Likewise, the Seller warrants that the product described or referred to in this document is of marketable quality and was manufactured with the material specified and previously accepted in writing by the Seller. There is no warranty, express or implied, with respect to products sold when they are misused, forced, or operated with mechanical equipment designed or maintained improperly, or when they are used, supplied, or converted for use in any nuclear application of which the Seller has not been notified in writing by the Customer in advance. THE SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED.
17.- LIMITATION OF COMPENSATION FOR THE CUSTOMER.
Except as specified in clause 20, the Seller's liability shall be limited to the obligation to repair or replace only those parts that are defective in relation to the requirements agreed upon in quantity and quality with the Buyer. The Seller's liability that may arise or concern any product sold to the Customer shall in no case exceed the purchase price paid by the Customer for the product. IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY COMMERCIAL LOSS, EMPLOYMENT LIABILITY, OR CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND.
18.-NO LIABILITY FOR DELAY IN DELIVERY.
In no event shall the seller be liable for any claim or any consequential or incidental damages, or any other damages arising from a delay in delivery. No delivery date is guaranteed.
19.-FORCE MAJEURE.
The Seller shall not be liable for any act, omission, result or consequence, including but not limited to any delay in delivery or performance due to (i) Act of God, (ii) Governmental Act, (iii) Lack of local labour, (iv) Fire, flood or any other contingency, government regulation or government requirement, shortage or failure of raw materials, supplies, fuel, power or transportation, equipment breakdown, or (v) any cause beyond the Seller's control of a similar or different nature to those previously listed, or due to strike, labour dispute, or disputes with workers.
20.- EXCLUSION ON NUCLEAR APPLICATION.
It is expressly understood and agreed that the Customer shall not use, promote or couple for use the products described on the cover of this document in any nuclear application, including, but not limited to, use as a connection to any nuclear reactor, any nuclear power generation system, or any nuclear waste containment project, unless written notice of the specific purpose or expected nuclear application has been given to the Seller at the time of the Customer's offer for the product(s). Unless such notice has been given, any subsequent nuclear application of the product shall be deemed unauthorised and shall be denied by the Seller.
21.- TITLE OF OWNERSHIP.
The title of ownership of the products sold hereunder shall be presented to the carrier at the time of shipment. Neither the Customer nor the agent shall have the right to divert such shipment to any destination other than that specified in the bill of lading without the Seller's authorisation. Unless otherwise agreed, the Seller reserves the right to select the means of transport.
22.- PAYMENT OF INTEREST ON OVERDUE ACCOUNTS.
The Customer declares that it has the solvency and capacity to comply with the terms of payment for the products sold under this agreement, and in accordance with the terms set forth herein. If the Customer fails to comply with any provision or to pay in accordance with the terms of this document, or any other contract entered into between the Seller and the Customer, the Seller may, at its discretion, postpone shipment or, without any liability, terminate this contract. All deliveries shall be subject to approval by the Seller's credit department. The Seller reserves the right to make any delivery and require compliance with the payment obligation, and if such obligation is not met, the Seller may terminate the contractual relationship. Interest charges of between 1-1.5% per month (an annual rate of 18%) or the maximum permitted by law shall be imposed on any outstanding balances that the Customer may have.
23.- CUSTOMER CLAIMS.
Customer claims due to product shortages or products damaged during storage or processing must be made within ten (10) calendar days from the date of receipt of the product. If the customer's complaint relates to the manufacture of the product with materials other than those specified on the cover of the acknowledgement of receipt or the customer's order note, it must be made within a period of no more than sixty (60) calendar days from receipt of the shipment, which the parties agree is a reasonable amount of time, otherwise the customer's complaints will be rejected.
24.- MECHANICAL PROPERTIES; CLINICAL ANALYSES.
Any data referring to mechanical properties or chemical analyses are the result of tests carried out on specimens obtained at specific locations of the product, in accordance with pre-established procedures for obtaining samples; any warranty is limited to the values obtained at those locations and under the aforementioned procedures. There is no warranty whatsoever with respect to values obtained at locations other than the above.
25.- PATENTS
The Seller shall indemnify the Customer for the payment of attorneys' fees and for any damages or costs incurred by the Customer due to any legal proceedings brought by a third party alleging that the material delivered hereunder constitutes an infringement of any patent, provided that the Customer gives the Seller prompt notice of any such proceedings, giving the Seller the opportunity to defend itself in such proceedings. Likewise, the Customer shall cooperate with the Seller in the defence. The foregoing shall not apply if the material is manufactured in accordance with the materials, design or specifications required by the Customer, in which case the Customer shall indemnify the Seller.
26.- PERMISSIBLE VARIATIONS.
The products sold herein shall be subject to the Seller's manufacturing variation standards, permissibility and classification, which can be consulted on the Seller's website: www.norelem.mx
27.- EXPERT OPINIONS.
The Seller shall not be liable for any expert opinion in relation to the design, installation or use of the products sold under this agreement.
28.- TAXES.
No taxes applied to the sale of the product expressed herein are included in the quote made by the Seller. Any taxes shall be added and paid by the Customer as part of the purchase price.
29.- WAIVERS.
The failure or inability of any party to enforce any right set forth herein shall not prevent it from exercising that right with respect to other or future rights or contingencies.
30.- REPERCUSSIONS THAT MAY GIVE RISE TO CONFLICT ON THE PART OF THE CUSTOMER.
Any terms or conditions of any purchase order or other instrument issued by the Customer in relation to the subject matter of this contract, which are additional to or inconsistent with the terms and conditions set forth herein, shall not be binding on the Seller in any way, unless the Seller gives its written acceptance.
31.- ENFORCEABILITY.
If any provision of this contract is declared invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected in any way.
32.- CONFIDENTIALITY.
The price and terms of this contract shall not be disclosed by the Customer without the prior written consent of the Seller.
33.- GOVERNING LANGUAGE.
For the interpretation of this document, the parties agree that the governing language shall be Spanish.
34.- APPLICABLE JURISDICTION.
This contract shall be governed in accordance with the legal provisions and courts of the State of San Luis Potosí, S.L.P., Mexico, the parties hereby waiving any jurisdiction that may correspond to them by virtue of their current or future domicile.