Terms and conditions (Purchase order Industrias Cazel)

For all legal purposes, this order is considered to be a trading contract between Industrias Cazel, S. de R.L. de C.V. which will be hereafter referred to as follows: Industrias Cazel as the Buyer and the Provider as the Seller..

1.- ACCEPTANCE. By simply signing the acknowledgement receipt of this Purchase order or by confirming by e-mail, the seller accepts all its terms and conditions, undertaking to fulfill it in full. The dispatch of all or of part of the application also involves the full acceptance of this order. In case of any non-compliance, the provider has 7 calendar days to present it in writing.

2.- DELIVERIES. The seller, upon receiving and signing the receipt of this Purchase order, is under obligation to deliver 100% of the requested material and, if necessary, the deliveries are carried out in conformity with the weekly release. In case of service, the provider must deliver a report giving details with regard to the service with the approval of the user.

3.- EXCESS DELIVERIES. If the seller will deliver or will ship merchandise in excess of the quantities specified in the beginning of this order or of the release according to the delivery dates, Industrias Cazel will be under no obligation to receive those and if they could at any time return them at the exclusive expense of the seller.

4.- FAILURE TO FULFILL DELIVERIES. If the seller will deliver or will ship merchandise in smaller quantities than those requested in the beginning of this order according to the delivery dates, Industrias Cazel reserves the right to cancel the outstanding balances as well as complain to the Seller that they are derived from the failure to carry out the deliveries and Industrias Cazel could request that the shipping should be carried out via a faster means of transport that the one originally agreed carrying out, at the expense of the seller, the surplus freight that is paid. In case of deliveries beyond the agreed time, the seller undertakes to pay to the Buyer an amount equivalent to 0.3% per day of delay but not more than 20%. Moreover, in case of non-compliance by the seller with any of the conditions stipulated in the Purchase order, in case Industrias Cazel has to make modifications of its normal production lines as a result of the non-compliance by the seller, it accepts and undertakes to compensate Industrias Cazel for all the expenses and damages that it causes.

5.- RESPONSIBILITY OF THE SELLER. The seller undertakes to comply with all the laws, regulations and governmental dispositions of any kind that are enforceable during the manufacturing, sale or transport of the merchandise or works covered by this order and convenes that the sanction or the responsibility for the violation of the respective laws, regulations or dispositions will be at its own exclusive expense, as well as any responsibility derived from the employee-employer relations with its workers and employees, and from the contractual relations with subcontractors or suppliers of the provider. Also, the seller will be the exclusively responsible for any damage caused by the personnel in its service to the goods or persons from Industrias Cazel in any of its plants in the State of Mexico or in the State of Queretaro.

6.- CANCELATION OF THIS ORDER. Industrias Cazel reserves the right to cancel this Purchase order and, for the same reason, rescind the contract that that the same constitutes without any responsibility on its part, in the following cases: a) If the merchandise is not delivered to it precisely on the date, place and form and in other conditions established hereby, case in which the seller will be responsible for the damages that, due to its non-compliance, are caused to Industrias Cazel. b) In case any part of the merchandise or works covered by this order do not COMPLY WITH the quality, specifications, and other requirements established in the same. c) In case of contest, suspension of payments or bankruptcy of the seller. d) In case Industrias Cazel had to suspend its operations, in full or in part, due to strikes, payments, closures, interventions and generally to any fortuitous or force majeure case or due to causes out of its control.

7.- SAMPLES. The seller, at its own cost, will manufacture with the production tools the quantity of samples required by Industrias Cazel. The seller will inspect those samples before delivering them and will certify the results of the inspection in the form requested by Industrias Cazel.

8.- EQUIPMENT LENT TO THE SELLER. Except for the disposition to the contrary included in this Purchase order or in any other agreement between Industrias Cazel and the seller, all the items, plans, materials, tools, moulds, dies, accessories, templates and equipment provided by Industrias Cazel to the seller for the execution of this order, IT WILL STILL BE THE PROPERTY OF Industrias Cazel and the seller will answer before Industrias Cazel for any loss and damage undergone by such belongings, except for the deterioration caused by their normal use. The respective belongings should be kept at all times duly stored and properly kept by the seller, they will be considered as the personal property of Industrias Cazel and marked as such. The seller will avoid that these belongings should mix with the belongings of third parties or even with the belongings of the seller, they will not be taken out from the establishment of the seller without the previous written authorization of Industrias Cazel and will be delivered to Industrias Cazel when the latter so requests. Industrias Cazel reserves the right to inspect in the establishment of the seller the items mentioned above and to revise the documents of the seller related to the same articles.

9.- CHANGES. The seller will not carry out any change of the design and/or specifications of any item included in this purchase order, without the previous written approval of Industrias Cazel.

10.- CONFIDENTIALITY. Both parties undertake to respect the confidentiality of the information, documentation, specifications, in conformity with the confidentiality protocol signed previously.

11.- QUALITY AGREEMENTS. Both parties should sign the quality agreements and the commitments undertaken for the present Purchase order and its scope. Upon the delivery of the raw material, the seller is under the obligation to identify its products with the NFPA Security Diamond whenever applicable. Moreover, it’s an obligation of the seller to deliver the Raw Material with the Quality Certificate whenever this applies to its products.

12.- INTERPRETATION. For the interpretation of the conditions of this Purchase order, the parties will submit to the Mexican laws and/or to the commercial agreements in force in Mexico.