Terms & conditions

DEFINITIONS

• “PURCHASER” hereunder shall refer to the person who accepts a quotation from the Vendor regarding the sale of the Products or whose purchase order has been accepted by the Vendor.
• “PRODUCTS” hereunder shall refer to the products and services (including terms) to be supplied by the Vendor in accordance with these Conditions.
• “VENDOR” hereunder shall refer to Winoa México, S. de R.L. de C.V.
• “CONDITIONS” hereunder shall refer to the terms and conditions of sale set forth herein and (unless circumstances may otherwise require) includes any special terms and conditions agreed to in writing between the Purchaser and the Vendor.
• “AGREEMENT” hereunder shall refer to the purchase and sales agreement regarding the Products.
• “IN WRITING” hereunder includes documents and instruments, which may include data messages and other similar means of communication.
• Any reference in these Conditions to any provision of any law shall be construed as a reference to such provision in force at the relevant time.
• The headings in these Conditions are for convenience only and shall not limit their interpretation.

TERMS OF SALE

• The Vendor shall sell and the Purchaser shall buy the Products in accordance with any written quotation from the Vendor which has been accepted by the Purchaser, or any written purchase order from the Purchaser which has been accepted by the Vendor, subject in either case to these Conditions, which shall govern the Agreement excluding any other terms and conditions subject to which such quotation is accepted or purported to be accepted, or such order is placed — or purported to be placed — by the Purchaser.
• No variation of these Conditions shall be binding unless agreed In Writing between authorized representatives on behalf of the Purchaser and the Vendor.
• The Vendor’s employees or agents are not authorized to make any statement regarding the Products, unless confirmed In Writing by the Vendor. By entering into the Agreement, the Purchaser acknowledges to not rely on any such statements which have not been confirmed.
• Any advice or recommendation given by the Vendor, including its employees or agents, to the Purchaser or its employees or agents relating to storage, which has not been confirmed In Writing by the Vendor, shall be followed or acted upon at the Purchaser’s risk and accordingly the Vendor shall not be liable for any such advice or recommendation which has not been confirmed.
• Any typographical, clerical or other error or omission in any sales brochure, quotation, price list, acceptance of offer, invoice or other information issued by the Vendor shall be subject to correction without any liability for the Vendor.
• Upon Purchaser’s placement of an order, the Vendor reserves the right to separate the goods or products ordered upon acceptance, which shall occur upon confirmation of Vendor’s payment in full of the agreed consideration.

ORDERS AND SPECIFICATIONS

• Orders submitted by the Purchaser shall be deemed to not be accepted by the Vendor unless and until confirmed In Writing by the Vendor’s authorized representative.
• The Purchaser shall be responsible to the Vendor for ensuring the accuracy of the terms of any order (including any applicable specification) submitted to the Purchaser and for providing the Vendor with all necessary information relating to the Products in a timely manner to enable the Vendor to fulfill the Agreement in accordance with its terms.
• The quantity, quality and description of the Products, as well as any specification, shall be set out in the Vendor’s quotation (if accepted by the Purchaser) or the Purchaser’s order (if accepted by the Vendor).
• If the Products are to be manufactured or to undergo any particular processing by the Vendor in accordance with a specification submitted by the Purchaser, then the Purchaser shall indemnify the Vendor against all losses, damages, costs and expenses awarded against or incurred by the Vendor arising in connection with, or paid directly or agreed to be paid by the Vendor in settling any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person resulting from the Vendor’s use of Purchaser’s specification.
• The Vendor reserves the right to make any changes to Product specifications which are necessary to comply with any applicable legal or EU requirements or, where Products have to be supplied to the Vendor’s specification, which do not substantially affect their quality, applicable legal requirements or, where the Products are to be supplied to the Vendor’s specification, which do not substantially affect their quality or performance.
• The Purchaser may not cancel any order which has been accepted by the Vendor except with Vendor’s agreement In Writing and provided that the Purchaser shall indemnify the Vendor in full against all losses (including loss of profit), costs (including cost of labor, transportation and materials used), damages, charges, shipment and expenses incurred by the Vendor as a result of the cancellation.

PRODUCT PRICING

• Product pricing shall be the price stated on the website or quoted by the Vendor or, if no price has been quoted (or a quoted price is no longer applicable); the price stated in the Vendor’s price list in force when the order was accepted. Unless otherwise specified by the Vendor In Writing, all prices quoted shall only be valid for 3 business days or until prior acceptance by the Purchaser, after which time they may be changed by the Vendor without notice to the Purchaser.
• The Vendor reserves the right, by notice to the Purchaser at any time prior to the Purchaser’s acceptance, to increase the price of the Products to reflect any increase in cost to the Vendor due to any factor beyond the Vendor’s control such as, but not limited to, any currency fluctuation, currency regulation, customs duty changes, a significant increase in labor costs, freight costs, materials or other manufacturing costs, any changes to delivery dates, quantities or Product specifications that the Purchaser requests, or any delay caused by the instructions that were given by the Purchaser to the Vendor or the lack of said instructions or information.
• Unless otherwise agreed in the terms of any quotation or in any Vendor’s price list, and unless otherwise agreed In Writing between the Purchaser and the Vendor, all prices are given by the Vendor at its facilities, and where the Vendor agrees to deliver the Products other than to the Vendor’s facilities, the Purchaser shall be responsible for paying the Vendor’s transportation, packaging and insurance charges.
• The published price does not include applicable value added tax and other taxes (if any).

PAYMENT TERMS

• Subject to any special terms agreed In Writing by and between the Vendor and the Purchaser, the Vendor shall be entitled to invoice the Purchaser for the price of the Products, unless these are to be collected by the Purchaser or the Purchaser does not receive the Products, in which case the Vendor shall be entitled to invoice the Purchaser for the amount at any time after the Vendor has notified the Purchaser that the Products are ready to be collected or (as the case may be) the Vendor has offered delivery of the said Products.
• Unless otherwise agreed In Writing, the Purchaser shall pay the amount for the Products (minus any discount to which the Purchaser is entitled, but without any other deduction) within 3 business days after the end of the month in which the Products are delivered or in which the Vendor offers delivery, and the Vendor shall be entitled to recover the price, notwithstanding the fact that the delivery has not taken place and that the Products are not yet in the Purchaser’s possession. The time of payment shall be decisive for the Agreement. Receipts shall only be issued upon request.
• If the Purchaser fails to make any payment on the due date, without prejudice to any other right or remedy available to the Vendor, the Vendor shall be entitled to:
  • cancel the Agreement or stop any further deliveries to the Purchaser;
  • allocate any payment made by the Purchaser to the Products (or to goods supplied under any other agreement between the Purchaser and the Vendor) which the Vendor considers appropriate (notwithstanding any alleged appropriation by the Purchaser) and;
  • charge the Purchaser interest (both before and after any judgment) on the unpaid amount, at an annual rate equal to the amount resulting from applying the average of the 28 (twenty-eight) day Interbank Equilibrium Interest Rate (TIIE), plus 5 (five) points published by the Bank of Mexico in the Official Journal of the Federation, if payment is made in full (a part of a month is considered as a full month for the purpose of calculating interest);
  • charge the Purchaser, on any unpaid amount, all expenses and costs of debt recovery incurred by the Vendor.
• The Client may obtain the tax receipt or the commercial transaction receipt and may also request the amendment of said receipts when appropriate by email to the following address: [email protected]

DELIVERY

• Product delivery shall be made by the collection of the said Products by the Purchaser at the Vendor’s facilities at any time after the Vendor’s notifies the Purchaser that the Products are ready for collection or, if the Purchaser chooses another place for delivery at the time of placing the order and covers shipping expenses, then the Products shall be delivered to the said location.
• The dates mentioned for delivery of the Products are only estimates and the Vendor shall not be liable for any delay in delivery for any reason whatsoever. The delivery time shall not be essential to the Agreement unless previously agreed In Writing by the Vendor. The Goods may be delivered by the Vendor earlier than the delivery date mentioned upon reasonable notice to the Purchaser.
• The Vendor reserves the right to deliver up to 5 percent more or 5 percent less than the quantity ordered without any price adjustment, and the quantity delivered shall be deemed to be the quantity ordered.
• Where Products are to be delivered in installments, each delivery shall be treated as an individual Agreement and failure by the Vendor to deliver by one or more installments in accordance with these Conditions or any claim by the Purchaser in respect of one or more installments shall not entitle the Purchaser to treat the Agreement as a whole as repudiated.
• If the Vendor fails to deliver the Products (or any installment) for any reason other than a cause beyond its reasonable control or the Purchaser’s fault, and the Vendor is thereupon liable to the Purchaser, the Vendor’s liability shall be limited to the excess (if any) of the cost to the Purchaser (in the cheapest available market) of similar goods to replace those not delivered over the price of the Products.
  • If the Purchaser does not take delivery of the Products or fails to give the Vendor proper delivery instructions at the time stated for delivery (which is not due to a term beyond the Purchaser’s reasonable control or due to the Vendor’s fault), without prejudice to any other right or remedy available to the Vendor, the Vendor may store the Products until actual delivery and charge the Purchaser for any reasonable storage costs (including insurance); or
  • sell the Products at the best price obtainable and (after deducting all reasonable storage and sale costs) account to the Purchaser for the excess over the Agreement price or charge the Purchaser for any shortfall below the Agreement price.

Risk and Ownership

• The Purchaser shall become responsible for any risk of damage to or loss of the Products:
  • when Products are delivered at the Vendor's facilities, upon notice by the Vendor to the Purchaser that the Products are ready for delivery; or
  • when the Products are to be delivered to a location other than the Vendor’s facilities, at the time of delivery or, if the Purchaser does not receive the Products by mistake, at the time of delivery, when the Vendor has offered delivery of the the Products.
• Notwithstanding the delivery and transfer of risk of the Products, or any other provision within these Conditions, ownership of the Products shall not pass to the Purchaser until the Vendor has received full payment of the price of the Products and all other goods which the Vendor has agreed to sell to the Purchaser and payment for which may then be due.
• The Purchaser shall have no right to pledge or otherwise encumber any of the Products which remain its property as collateral security for any indebtedness, but if the Purchaser does so, then any and all amount due to the Vendor (without prejudice to any other right or remedy to the Vendor) shall be immediately due and payable.

Warranty and Liability

• Subject to the conditions set forth hereinafter, the Vendor guarantees that the Products correspond to their specification at the time of delivery and shall be free from any material and workmanship defects for a period of 12 months from delivery.
• The foregoing warranty is given by the Vendor subject to the following conditions:
  • the Vendor shall not be liable for any Product defect arising from any combination with other components, design or handling supplied by the Purchaser;
  • the Vendor shall not be liable for any defects arising from normal wear and tear, intentional damage, negligence, improper storage conditions, abnormal working conditions, failure to follow the Vendor's instructions (whether oral or written), misuse or alteration of the product or repair of the Products without the Vendor's approval;
  • the Vendor shall have no liability under the foregoing warranty (or any other warranty or condition) if the full price of the goods has not been paid by their payment due date;
  • the foregoing warranty does not extend to parts, materials or equipment that is not manufactured by the Vendor, in respect of which the Purchaser shall only be entitled to benefit from the manufacturer's warranty offered to the Vendor.
• The Purchaser shall inspect all Products upon receipt and shall notify the Vendor of any complaint based on any defect regarding the quality or condition of the Products within 7 days from the delivery date. If the Purchaser fails to notify the Vendor within 7 days, the Purchaser shall have no right to reject the Products. The Vendor shall have no liability for any such defect or fault and the Purchaser shall be obliged to pay the price as if the Products had been delivered in accordance with the Agreement. The Vendor guarantees that all Products will conform to the specification for a period of 12 months from the day of delivery. The Purchaser shall include details of all packaging codes that appear on the original packaging of the Products when notifying the Vendor of any defect, fault or non-compliance with the specifications.
• In accordance with these Conditions, when the Vendor is notified of any valid complaint regarding the Products that is based on a defect in the quality or condition of the Products or their non-compliance with the specifications pursuant to these Conditions, the Vendor shall be entitled to replace the Products (or the part in question) free of charge or, at its sole discretion, refund the price of the Products (or a reasonable portion of the price) to the Purchaser , but the Vendor shall have no further liability to the Purchaser.
• In the event of any death or personal injury caused by the Vendor's negligence, the Vendor shall not be liable to the Purchaser whatsoever by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or under the express terms of the Agreement, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation of any kind (whether caused by the negligence of the Vendor, its employees or agents or otherwise) arising out of or in connection with the supply of the Products or their use or resale by the Purchaser and all liability of the Vendor under or in connection with the Agreement shall not exceed the price of the Products except as expressly provided in these Conditions.
• The Vendor shall not be liable to the Purchaser or be deemed to be in breach of the Agreement for any delay in compliance, or any breach of any of the Vendor's obligations in relation to the Products, if the delay or breach was due to a cause beyond the Vendor's reasonable control. Notwithstanding the foregoing in general, the following shall be deemed to be causes beyond the reasonable control of the Vendor:
  • Acts of God or force majeure;
  • Rebellion, revolution, insurrection, uprising, usurpation of civil or military government, conspiracy, riot, civil disturbance, terrorist acts, war, hostilities or warlike operations (whether or not a state of war has been declared);
  • Disasters or disruptions in maritime, land or air transportation;
  • any order, decree, law or regulation of any court, government or governmental agency;
  • medical contagion or epidemic decree by competent authorities;
  • strikes or other similar labor disputes;
  • difficulties in obtaining raw materials, labor, fuel, parts or machinery;
  • power failure or breakdown of machinery.

GENERAL

• Any notice required or permitted to be given by either party to the other under these Conditions shall be In Writing and shall be addressed to the other party at its registered or main office or such other address as may from time to time have been notified in accordance with this provision to the party giving the notice.
• No waiver by the Vendor of any breach of the Agreement by the Purchaser shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
• If any provision of these Conditions is considered by any authority to be invalid or unenforceable in whole or in part, the remainder of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
• The Purchaser shall not assign any of its rights or delegate any of its obligations hereunder, in whole or in part, except with the prior written consent of the Vendor.
• The obligation to pay any foreign state, local or federal excise, for use, property, duties, value added, deductions, fees, tariffs or any other taxes applicable to the Products, their purchase or sale, their use or ownership, shall be the sole responsibility of the Purchaser. Except for any sales taxes collected by the Vendor, the Purchaser agrees to be responsible for disclosing, reporting, collecting and remitting any and all such taxes to the Vendor. If the Vendor pays any such taxes, the Vendor may invoice such payments to the Purchaser for due reimbursement, plus any applicable interest, plus any penalties paid by the Vendor shall be borne by the Purchaser. The Purchaser agrees to pay the invoiced amount to the Vendor within 10 days of the invoice date. If the Purchaser applies for a tax exemption, the Purchaser must satisfactorily prove to the Purchaser that it falls within the applicable circumstances for such exemption.
• The Agreement shall be governed by the laws of Mexico, and the Purchaser agrees to submit to the exclusive jurisdiction of the courts of the City of Monterrey, Nuevo León.

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