General sales terms and delivery conditions of Helmut Fischer S. de R.L. de C.V. (Mexico)

The following terms and conditions apply to all purchase and sales operations related to the supplr, of goods entered between Helmut Fischer, 5. de R.L. de C. V. (hereinafter: 'Supplier") and any third party (hereinafter: "Customer").

Helmut Fischer, 5. de R.L. de C. V., is a Company duly established in accordance with Mexican law. lt has its fiscal domicile located in Primera de Fresnos 504, Jurica, 76100 Queretaro, Qro. The Customer's Terms and Conditions, which are not expressly accepted by the 5upplier, shall not apply even if the Supplier does not expressly object to them.

1. Supplier's quotation; document issued by the Supplier, which will contain the Product specifications, costs and specific payment terms and deadlines. At each Quotation, these Terms and Conditions must be accompanied so that you can know the scope of them, together with the Quotation. The Customer will have a period of 3 days to make any statement in this regard, and in the absence thereof, they will be considered tacitly accepted.

2. A Purchase Order; by the Customer can be accepted by Supplier by email within three business/working days upon receipt the Purchase Order.

3. In the case there is any difference between the Purchase Order and the Supplier's quote, the content, scope and conditions of the sale are determined by the provisions of the Supplier's written quotation.

4. Terms and Conditions; Document which contains all agreements entered by the parties. Verbal agreements between the parties are replaced by the written contract, unless they are not expressly defined to remain effective.

5. Technical data sheet or, in delivery item catalog, Document in which the specifications of the delivery item, its characteristics, its measurement accuracy, as well as the conditions under which the delivered item meets such characteristics and specifications, are set out. If the "Customer" obtains advice from the Supplier with respect to processing or application options for the supplied devices, as well as in general on technical matters; the Supplier shall only be responsible for the service rendered.

6. Customer identification documents. Which may be a constitutive act, registered in the RFC, official identification, etc.

The Customer will pay the price established in the duly accepted quotation, plus the legal Value Added Tax.

In the case that the Customer receives the items in their domicile, the payment terms will be those established in the quotation, and the effect will take effect from the moment the Customer receives the item or service.

In case the Customer chooses to collect the items at the Supplier's domicile, the payment terms will take effect from the date of issuance of the corresponding invoice.

If payment is made late, the Customer will be in default without any further declaration from the Supplier. The Supplier reserves the right to charge interest at the legal interest rate of 6% (six per cent) per year in accordance with article 362 of the Commercial Code, in the event of default, interests shall be calculated from the expiration date until the day on which settlement of the debt is actually carried out.
 

1. Delivery schedules will begin to count upon receipt of the corresponding Purchase Order. The Customer will have two options in order to be able to materially receive the goods:

a) To attend to the Supplier's domicile to collect them or;

b) Request support from the Supplier in order to arrange the delivery of the goods to the corresponding address. The Supplier may absorb the shipping costs and request a refund from the Customer or include them from the beginning within its quotation.

If the Customer chooses the second option, complying with delivery deadlines is conditioned by the reception of all documents, required approvals to be provided by the Customer, in particular compliance with agreed payment terms and other obligations to be charge to the Customer. If these prerequisites are not fulfilled in a timely manner, the deadlines shall be extended proportionately.

2. If the Customer does not fulfil with the acceptance (or refuses to accept the goods) or intentionally violates other obligations to cooperate, then the Supplier shall be entitled to request the refund of the resulting damage, including any additional costs. The right to additional claims shall remain unaffected.

3. If the Supplier's shipment is prevented due to force majeure (e.g. mobilization, war, riots), the delivery time shall be implicitly extended by the duration of the effects that force majeure created plus a reasonable delivery time. Unexpected circumstances which are not the responsibility of the Supplier, which make delivery unreasonable, difficult or impossible, are treated as force majeure. Examples of these are delays in delivery by the Supplier's suppliers, labor disputes (strike, lockout), government action, shortage of raw materials or energy, significant operational interruptions, e.g., through a total destruction of the plant, major departments or a breakdown of essential manufacturing plants, major transportation interruptions, e.g., through roadblocks, labor disputes in the transportation industry, energy shortages, driving bans. If these circumstances persist for more than four months, the Supplier shall have the right to terminate the contract. At the request of the Customer, the Supplier shall indicate whether it will rescind or deliver within a reasonable delivery period to be determined by the Supplier.

4. The Supplier has the right to make or arrange partial deliveries or partial services (upon request of the Customer), the conditions of which must be stated in the respective quotation, the Supplier has the right to issue invoices for partial deliveries.

5. If the shipment or delivery is delayed due to a request or due to any cause attributable to the Customer, the Supplier shall store the item at the cost and risk of the Customer. The Customer may be charged by storage fees an amount of 0.5% of the items' price per elapsed week.

The risk is transferred to the Customer as follows:

Once the Supplier has made the Products available, on the Customer's domicile.

Shipments shall be insured by the Supplier against typical transport risks.

As a general rule, the Supplier shall determine the type of shipment (upon request by the Customer, according to the provisions of clause 4 b) of this document). This type of shipment shall be invoiced to the Customer at cost. The Supplier must make an effort to take into account the wishes and interests of the Customer with respect to the method and route of shipment, the potential additional cost shall be in charge of the Customer, even in the case of prepaid shipping costs.

Unless otherwise instructed by the Customer, the Supplier shall determine the means and route of transportation without responsibility for ensuring the quickest and effective cost options.

The Customer does not have the right to refuse the receipt of shipments without any reason, or without previously notifying to the Supplier.

The terms of receipt of the goods shall be according to the provisions of clause 4 hereof.

The Supplier undertakes to make every effort to fulfil its obligations to the Customer, unless for reasons beyond Helmut Fischer such compliance becomes impossible, for which, the Customer will be notified immediately about the circumstance that triggered the breach, as well as notify the Customer about a date under which the Supplier agrees to comply with the agreed obligation.

The workers who carry out the calibration in the Customer's domicile, in this act, establish that they are not employees of the same, reason why the Customer is demarcated with respect to any labor dispute that could be presented.

1. In case of a defect of the delivered item, the Supplier, at its discretion, will have the opportunity to remedy a defect by repairing or supplying a new defect-free item (each as a "corrective action").

2. According to the provisions of the Commercial Code, the Customer shall have a period of five days (after receipt of the goods) to make pertinent claims against the Supplier in respect of any lack of quality or quantity, and shall have a period of thirty days from receipt of the goods to make claims due to internal defects in the goods (hidden defects). If the claims are not made within the foregoing periods, the Customer shall forfeit all action and rights against the Supplier.

In both cases, claims must be made in writing. The foregoing according to the provisions of Article 383 of the Commercial Code.

3. This does not apply if the ordered party resells the delivery item to a third party and this one requires a specific type of corrective action. The Customer for corrective action, shall give the Supplier a reasonable time.

4. Guarantee Claims are not permitted for natural wear or damage occurring after the transfer of risk due to incorrect or negligent handling, excessive use, inadequate operating resources, defective construction, inadequate or similar foundations and/or alterations and/or repairs carried out by the Customer or by third parties and for the consequences arising from such modifications or repairs.

The Customer acknowledge the Intellectual Property Rights of the Supplier over the entire development, technology, product or service; both the final object of the same as well as the set of documents, diagrams, schemes and other previous elements that make it up.

The Supplier warrant to the Customer that the development is original, and he has all intellectual property rights over it, having been fully developed by the supplier and/or by the Companies that are its related parties. Therefore, it can be guaranteed that this and the tools with which it has been made do not violate any regulation, contract, right, interest or third parties property, all duly founded and supported according to the various international standards regarding Industrial Property.
 

The Supplier offers the following guarantee terms according to the type of product.

Measurement tools: 1 year.

Probes, accesories and spare parts: 3 months.

The guarantee terms and conditions are specified in the documentation that is delivered to the Customer.

The Supplier will not have the obligation to accept Purchase Orders by the Customers who have overdue balances with the Supplier or reflect or have reflected a negative payment history on previous purchases.

In case of breach of obligations on the Customer, for non-payment, the Supplier is entitled to demand the return of the delivered item, being the Customer obliged to return it.

The Supplier may charge extra costs to the Customer, in the event of the following assumptions:

- Re-invoicing for erroneously sending the information or for incomplete documentation by the Customer.

- When an appointment scheduled for any service is cancelled and the Customer does not notify this cancellation at least 15 days in advance; in this case, the administrative expenses generated for the service will be charged.

The PARTIES are obliged to promote, protect and guarantee the free and economic competition with the other, as well as preventing the application of monopolistic practices, illegal concentrations and other restrictions on the efficient functioning of markets.

In case of breach with the above, the provisions of the Federal Law on Economic Competition will apply.

With respect to any dispute or disagreement that may arise between the parties on the interpretation of this document or its performance, the parties expressly refuse any other jurisdiction that may correspond to them, submit to the jurisdiction and competence of the Courts and Tribunals of the State of Queretaro and the provisions of the Commercial Code.

In this act, the PARTIES, are obliged to protect and to keep confidentiality with respect to the personal data, of the other part, in accordance and in fulfillment with the established in the articles 14 and 21 of the Federal Law of Protection of Personal Data in Possession of the Particulars.

They also undertake to implement the necessary security measures to safeguard the information and that, at the end of this contract, will return the personal data processed, or delete them from all their systems and files in any format, so that it is not used by third parties not authorized by the Parties or for purposes other than those established in this clause.

The parties state that during the negotiations and for the conclusion of these terms and conditions, they have conducted themselves in accordance with the Rules of Conduct to Combat Extortion and Bribery published by the International Chamber of Commerce (the Rules) and that they undertake to act in accordance with them during the execution of the same towards their counterparts and towards third parties.

The PARTIES state that the resources used in relation to the present Terms and Conditions are and always will be by their own and from legal origin.

Likewise, they expressly acknowledge that they don't act on behalf or representation of a third party and that in the event that either party collects sufficient evidence that the other party is committing acts, omissions or operations that could favor, assist or cooperate for the commission of crimes such as terrorism and money laundering, may terminate the business relationship, as well as give notice to the corresponding Authorities.

In attention and respect to the impartiality principles, healthy competence, transparency and ethics that govern the Supplier actions and services, it undertakes to develop the calibration and other services offered in the market and that are requested by the Customer, in strict adherence to the guidelines of corporate policies, manuals and the provisions they will apply as the ISO 9001, the ISO/IEC 17025:2017 and others corresponding international standards. In addition, the Supplier undertakes to identify, continuously, any risks that compromise its impartiality arising from its activities, commercial relations and/or relations between its own staff, in order to eliminate or minimize the imminent risk.

The Supplier's employees are obliged not to accept any kind of bribe by The Customer, in turn, The Customer undertakes not to offer any type of gift or bribe in order to make changes to the results, committing both parties to report any conduct contrary to the above mentioned principles with the intention of preventing and attacking bad practices in the services.

The foregoing, in relation to Clause 16 of these Terms and Conditions.

The parties undertake not to disclose, use or reveal by any means any confidential information obtained by virtue of the existing business relationship. Confidential information may be used solely and exclusively for the purposes agreed between the two parties.

The Supplier, by virtue of trade negotiations undertakes that all its personnel, including contractors, external agency personnel or individuals acting on behalf of the Supplier, keep the confidentiality of all information obtained or created during the course of commercial activities, in accordance with the guidelines and provisions laid down in ISO/IEC 17025:2017 and the relevant international standards.

The parties state that, where required by law or by any authority to disclose certain confidential information, the disclosing part shall immediately notify the other part of the information request.