GENERAL CONDITIONS OF SALE OF REOTIX MATERIALES REFRACTARIOS, S.A.de C.V.
These General Conditions of Sale are applicable to any supply of material or service undertaken by REOTIX Materiales Refractarios, S.A.de C.V., except in everything that is expressly agreed to in a different way in the corresponding offer or contract and which will constitute the particular Conditions of the same.
2. OFFERS AND AGREEMENTS
2.1. All REOTIX offers may be modified or revoked at any time, regardless of whether or not they contain an acceptance period. Once the validity of an offer expires, the prices and the delivery time may be modified due to production workload or cost variation reasons.
2.2. The prices offered are for the purchase of the entire volume on offer. In case of change of quantities or qualities, they may be revised upwards or downwards.
2.3. For reasons of our production process, the variation in the weight of the concretes may be +/- 2%. Small variations in color and similar established aspects shall not be considered as defects.
2.4. The acceptance of the offer implies the approval of the technical solution proposed by REOTIX in terms of design of linings, qualities of materials and related conditions of sale expressed in the offer.
3.1. Unless expressly agreed otherwise in writing, the delivery will be ex works (Incoterms 2020 EXW).
3.2. From the moment in which REOTIX delivers the goods, REOTIX will not be liable for the same, consequently the customer assumes any damage, prejudice or loss that may occur on the merchandise.
3.3. Unless expressly agreed otherwise in writing, the delivery period specified and agreed upon shall not be a definite term. The mere fact that REOTIX exceeds the agreed delivery period will not constitute a breach of contract, will not result in delay or liability in front of the buyer and will not authorize the latter to rescind the contract.
3.4. FCA: Good delivered at: Reotix Materiales Refractarios S.A. de C. V.; Parque Pical Pantaco – Bodega 109, Col. San Sebastián – Azcapotzalco – 02040 – México DF; Loading times: from 8:00 to 15:00 h. For national or international shipments Includes: packaged and ready goods, loading operations, goods transport insurance until final destination and delivery transport at: REOTIX -02040 CDMX. Not included: transport outside Reotix, insurance, export border clearance formalities, handling and loading at terminal or third-party warehouse, main or international transport, handling and loading at destination, import border clearance formalities, taxes, inland transport at destination, delivery at destination. (INCOTERMS 2020).
3.5. FOB: only for international maritime freight. Includes: export dispatch (VUCEM, prevalidation, DTA, claim bill), goods transport insurance until final destination and inland freight in Mexico. Not included: others than specified. (INCOTERMS 2020)
3.6. CIP: For national: Includes: packaged and ready goods, goods transport insurance until final destination, loading operations and inland transport at origin. Not included: handling and offload at destination.
CIP: For international: Includes: packaged and ready goods, loading operations, goods transport insurance until final destination, inland transport at origin, export border clearance formalities, handling and loading at origin terminal, main or international transport. Not included: handling and offload at destination, import border clearance formalities, taxes, inland transport at destination, delivery at destination. (INCOTERMS 2020)
3.7. DPU: Only for international shipments: Includes: packaged and ready goods, loading operations, inland transport at origin, export border clearance formalities, goods transport insurance until final destination, handling and loading at origin terminal, main or international transport, inland transport at destination for delivery at the agreed location. Not included: handling and offload at destination, import border clearance formalities, taxes. (INCOTERMS 2020).
4.1. Unless expressly agreed otherwise in writing, all prices will be ex works. Prices will not include VAT, shipping and / or freight costs of the products, or other costs incurred in connection with delivery, government taxes or applicable charges.
4.2. The variation in the payment terms specified in the offer may imply a review of the prices of said offer. Likewise, the price may increase as a result of the customer’s requests regarding modifications, delivery date, etc. It may also increase as a result of customer delays in the provision of information or instructions, etc.
5.1. The form of payment will be agreed upon in writing in the offer, and in the currency indicated on the invoice.
5.2. The lack of payment by the client of the invoices issued by REOTIX will empower the latter to, without prejudice to the rights granted by law:
a) suspend the delivery of orders pending delivery.
b) that the goods that have already been delivered to the customer are returned, in which case the customer must assume the shipping costs and the possible deterioration of the goods.
c) prior written notification to the client, cancel the sales commitments or any other obligation that he had against it.
In any case, REYMA will be entitled to claim additional damages from the client.
6. TRANSPORT AND PACKAGING
6.1. The responsibility for a correct environmental management of industrial packaging is on the final holder.
7. RESPONSIBILITY OF THE SELLER
7.1. Among others, REOTIX is not responsible for:
a) loss of the goods.
b) errors or deficiencies of the goods for causes attributable to the customer, such as misuse, inadequate conservation, etc.
7.2. REOTIX will not respond in the case of robbery, fire, strikes, paralysis of the transport sector, war, natural causes, fortuitous event or any other force majeure that could affect the commitments acquired by REOTIX with the client.
7.3. Claims by the customer in relation to manufacturing defects or quality of the goods will be carried out within 30 days from the date of delivery.
7.4. REOTIX will examine the goods in relation to the claim, and in case there are deficiencies in the quality or manufacture of the goods that are attributable to us, REYMA will choose to repair or replace the goods, or reimburse the price paid by the customer. In no case shall REOTIX respond, contractually or extra-contractually, for indirect damages and / or loss of profits.
8. RESPONSIBILITY OF THE BUYER
8.1. The client will indemnify REOTIX for any damage, sanction, payment and / or judicial or extrajudicial claim that was imputed to it as a consequence of the misuse that the client made of the goods or services provided by REOTIX.
8.2. Likewise, the client exempts REOTIX from all liability in respect of any judicial or extrajudicial claim against it that is imposed in relation to the right of patents, industrial designs, copyrights, trademarks or similar rights in cases where they are used drawings, sketches, specifications and instructions provided by the client to REOTIX
8.3. The buyer must indemnify REOTIX, and exempt it from all liability in respect of claims of third parties, for any reason, in relation to compensation for damages, costs and/or losses arising from the products and/or services provided by REOTIX, except and to the extent that the buyer demonstrates that the claim falls exclusively in the area of responsibility of REOTIX.
9.1. All confidential information must be maintained and treated by the parties in a consistent way with that nature. The information may not be disclosed by the parties, their agents or staff without prior written authorization by the other party.
9.2. The obligations established in the previous Clause will not be applicable in cases in which said confidential information:
a) was of public domain prior to being received, or that becomes part of the public domain after it has been received, provided that this is not due to a breach of obligations under this Clause.
b) is disclosed to comply with current legislation or as a consequence of an order or requirement of the Courts or the Administration.
9.3. The confidentiality obligations established in the previous Clauses will remain in effect for a period of three years from the sale of the merchandise.
REOTIX guarantees that the goods and services supplied have been made with quality and according to the latest state of the art and will meet the specifications that REYMA establishes for the buyer with respect to said products.
11. RETURNS AND CLAIMS
11.1. Without prior written consent, REOTIX will not be required to accept returns from the buyer. If the products are returned without the prior written consent of REYMA, the freight and storage of the same after the return will be at the buyer’s cost and risk.
11.2. The submission of a claim will not exempt the buyer from their payment obligations.
12. If a claim is submitted in accordance with these Conditions, and REOTIX reasonably believes that the claim is justified, REYMA may choose to deliver the outstanding amount, or re-deliver for free the products that were proven to be defective or grant a discount on the price. By acting in any of the aforementioned ways, REOTIX will have fulfilled its guarantee obligation completely and will not be obliged to pay any other compensation. The replaced products will become property of REOTIX.
12.1. The personal data provided by the client to REOTIX, as well as any other data obtained from the client through other sources, will be included in an automated data file owned by the latter and maintained under its responsibility, as established in the Federal Personal Data Protection Law.
12.2. The client may, at any time, exercise the rights of access, rectification, cancellation and opposition regarding their personal data through an email to the following address: firstname.lastname@example.org. Said communication must include name and surname, specific query request, address for the purposes of notifications, date, signature and photocopy of a valid ID or identification document.
13. APPLICABLE LEGISLATION
Mexican legislation will apply exclusively to all contracts and these Conditions, including this Clause 13, as well as to any non-contractual obligation that derives from or in relation to the contract or these Conditions. The application of the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) is expressly prohibited. All conflicts arising in connection with this contract, including conflicts relating to the existence and validity thereof, shall be resolved by submission to the Courts and Tribunals of the city of Mexico, to whose jurisdiction both parties expressly submit.
The parties involved agree that any litigation, discrepancy, question or claim resulting from the execution or interpretation of these Conditions or related to them, directly or indirectly, will be resolved by the Courts of the place of domicile of REOTIX.
“REOTIX declares that it will act at all times in compliance with the provisions of the REOTIX Code of Conduct, as well as the policies applied by REOTIX in environmental matters, sustainable development and Health and Safety.”