Dear [name], - Emerson



EMERSON’S STANDARD TERMS AND CONDITIONS OF SALEThe terms and conditions set forth below (‘Terms and Conditions’) shall govern the sale of equipment and services made by Emerson (‘Seller’), including the software and hardware provided to ensure the appropriate operation of the products sold and/or leased, as well as the corresponding licenses (‘Products’) and/or the services to be rendered by Seller (‘Services’). Both Seller and its client/s (‘Buyer’ or ‘Representative’) agree the conditions set forth under the Terms and Conditions of this Agreement, which is signed by their representatives to express their consent or included as part of the quotation or purchase order.1.Prices: All prices are quoted in US dollars. In all cases, the prices quoted by Seller shall be the net amount without VAT (value-added tax) and include, if applicable, taxes, rates, contributions, Customs duties and other fees applicable on the day of quotation issuance. If there were an increase in taxes, rates, contributions, Customs duties and/or other fees after the date of quotation, prices shall be adjusted, accordingly. With regards to validity, the prices shall be valid for a period of 30 (thirty) days from issuance of the quotation, unless otherwise stated.? Seller is authorized to invoice if 10 (ten) days after the delivery of products, there are no claims or objections to the delivery in question. The invoice amounts are stated in US dollars and shall be paid in this currency or in an equivalent amount in ARS (Argentine pesos) at Seller’s market price upon the closing of operation of ‘Banco Nacion’ on the day preceding the payment, and as published in ‘Ambito Financiero’ newspaper. Since Payments were agreed upon in United States dollars, Seller shall keep the right – with the acceptance of Buyer- to claim for payment of any unpaid amount, due to exchange rate variations on the date of payment or check cashing, so that Seller is able to obtain the US dollars owed from the foreign exchange market or currency market (‘Exchange Market’ or ‘Forex’). If this market is non-existent, Seller shall be entitled to purchase government securities denominated in US dollars (USD), which exchanged in a foreign exchange market, allow obtaining the US dollars, after deduction of costs and expenses. Buyer acknowledges that it has evaluated any possible consequence of the financial conditions and the exchange market; therefore, in the event of a breach of contract, Buyer shall expressly and irrevocably waive the right granted under section 1091 of the Civil and Commercial Code of Argentina or any other legal theory, jurisprudence, doctrine or related regulation. The Parties accept any variation that may arise due to changes in the Exchange Market because the amounts to be invoiced are stated in US dollars and most payments shall be made in the equivalent amount in ARS (Argentine Pesos) at the offer exchange rate upon the closing of operations of ‘Banco Nacion’ on the day prior to effective payment through an order check. If applicable, the approval of the exchange rate variation shall be executed through debit or credit notes, as applicable.2.Payment – Late payment: Once the payment has been made, the relevant voucher must be sent accompanied by the payment details to COBRANZASARGENTINA@2.1In case of arrears in payment, Buyer shall pay a monthly interest equal to 2% (two percent) – estimated on a daily basis – plus 1% (one percent) as compensatory interest rate or the maximum interest rate authorized by law, if the latter is lower than the formerly mentioned. Late payment shall entitle Seller to cancel or put on hold deliveries of Products and/or Services until Buyer solves the situation. In such event, delivery dates shall be interrupted and if no fines could be imposed for that period, Seller shall have the right to cancel the Terms and Conditions without waiving its right to claim for damages. Buyer shall pay for all costs incurred in the collection of debts, including the lawyers’ fees hired by Seller. 3. Delivery place and date - Documents to supply: Delivery dates for the Products are approximate, and subject to the arrival in due time and manner of the information required to process the Purchase Order delivered by Buyer. If additional information and/or missing information were necessary, it shall be supplied by Buyer within thirty (30) days after requested. In that case, the delivery date shall count as of the effective receipt of the documents required from Buyer. Unless a different method is specified in writing, the Products shall be delivered ex-works (EXW) to Emerson’s warehouse in Greater Buenos Aires, Province of Buenos Aires, Argentina (Incoterms 2000). Once the delivery date expires and the client has been duly notified for collection or inspection, this shall occur within 7 (seven) calendar days; otherwise, Emerson shall be entitled to deliver the products to the destination specified in the Purchase Order, and the client shall bear all costs and expenses related to such delivery. If no place of delivery were specified, Emerson shall send an invoice for warehousing and insurance of the goods. If Buyer is involved, whether directly or indirectly, in nuclear activities or if the products or services are intended for, directly or indirectly, nuclear use by Buyer or any other person in the distribution channel, Buyer shall grant Seller a Nuclear Hazards Indemnity Agreement (‘Nuclear Agreement’) to the entire satisfaction of Seller. Seller shall not process any Purchase Order until the Nuclear Agreement has been signed and delivered to Seller. Seller shall not be responsible for any delay in the delivery of Products, if such delays were attributable to the consent or not (whichever the cause) to the Nuclear Agreement. 3.1Packaging and product identification shall be, in all cases, the standard used by Emerson Argentina S.A. for air freight and storage in a covered warehouse. If special packaging is required, this shall be informed and Seller shall proceed to quote it, accordingly.4.Provision of Service: Service warranty & compliance 4.1Seller guarantees that the services shall be provided diligently and expeditiously, in accordance with the specifications agreed upon by the Parties.4.2Buyer shall be able to inspect the correct provision of the services and observe if it considers that they are not rendered in the appropriate manner. Buyer shall agree with Seller on a reasonable manner to make up for possible deficiencies or failures.4.3Once the Service is completed and duly accepted by Buyer, it shall be invoiced in accordance with the payment schedule agreed upon. Should there be no observations to the service rendered, Buyer accepts to send its approval within 15 (fifteen) days after receipt of the relevant report. If the approval is not received within this period or term, Emerson shall have the right to send the invoice to Buyer, attaching the report and respective order.4.4Buyer shall request Seller – eventually and at an additional cost – for a surety bond to cover possible defects while rendering the Services; the term of this surety bond shall be as deemed appropriate.4.5The service warranty shall be of 30 (thirty) calendar days, applicable as of the rendering of the services.4.6If the Services do not comply with the above-mentioned warranties, Buyer shall duly notify this to Seller, in writing and prior to the expiration of the warranty period. If the failures reported are considered to be Emerson’s responsibility and not a consequence of any other reason - as mentioned in section 4.7- the Seller, based on its own criteria, shall render the services in question once again. Emerson shall bear corrective maintenance direct costs for the Services under warranty. The services shall have an additional warranty, effective until the expiration of the first warranty or for a period of 7 (seven) calendar days; from both options, the warranty applicable shall be the one with a longer term. Buyer shall bear the costs of any corrective maintenance carried out for the Services under warranty (including the removal and replacement of systems, structures or any part at Buyer’s premises), disassembly, cleaning and decontamination, reassembly and transportation of defective products to Seller’s location and back to Buyer. In any case, and having made all reasonable efforts to solve the non-conformity and notwithstanding the cause that led to a claim for the fulfillment of the warranty, Emerson shall be able to refund up to 10% of the price agreed upon as per the Buyer’s purchase order.4.7 Warranties and corrective actions shall be subject to: (a) appropriate storage, installation, use, operation and maintenance of products; (b) Buyer shall keep full and accurate records of operation and maintenance during the term of the warranty, and Seller shall have access to these records and; (c) modifications or repair of products and services only as authorized in writing by Seller. Failure to comply with any of these conditions shall void the warranty. Seller shall not be responsible for the use and normal wear.4.8The warranties described under this Section 4 are exclusive and the only valid between the Parties, thus prevailing over any other warranty.4.9 Late deliveries: Seller shall not be liable for any delay or impossibility to deliver Products (whether total or partial) within the scope of a Purchase Order due to delays in the approvals or authorizations from governmental agencies, acts of nature or force majeure, such as, those events that could not been foreseen or avoided, or if foreseen, could not be avoided, and any external unforeseeable event - other than Seller’s express intention- that make it impossible to execute their obligations arising from the Purchase Order, including but not limited to the restrictions imposed by competent authorities on product imports, strikes, lockouts, flooding, governmental approvals, laws, regulations or any other cause beyond the Seller’s control, such as delays by any third party.4.9.1Buyer acknowledges and accepts that the Products must be imported to Argentina by Seller and that the Customs clearance procedure might be subject to several restrictions and governmental authorizations, as well as to the observations of governmental agencies that regulate the foreign trade operations, among other. Consequently, Seller accepts that the purchase orders and/or quotations shall only refer to the Products in stock at the Seller’s facilities, or those Products imported without any governmental restriction, and this not implying any preference or privilege for the Client over the Seller’s distribution network. Otherwise, Buyer accepts the additional delay on the delivery of the Products or the cancellation of the purchase order, subject to such restrictions, waiving any claim to Seller due to these events.4.9.2Likewise, the Client acknowledges and accepts that Seller shall not be forced to reject laws, decrees, resolutions, regulations or regulatory provisions that may restrict or delay the import of Products into the country, or even promote defense at Administrative or Judicial Courts trying to obtain licenses and/or authorizations for the import of Products.4.9.3If Seller is responsible for any delay or the impossibility to deliver the Products - whether partially or totally - within the scope of the Purchase Order, due to internal delays, it shall apply a penalty equal to 1% and up to 10% of the item’s value per week or fraction exceeding 3 (three) days.5. Cancelation or suspension of purchase: Buyer shall be entitled to cancel or suspend, partially or totally, the Products or Services requested in the purchase order, if a minimum ten (10) days prior notification to Seller is made, and before the scheduled delivery date. Upon written notice of termination by Buyer, Seller shall discontinue works and or delivery of Products in question immediately, and subsequently only conducting the necessary to preserve and protect the ongoing works and/or services. Seller and its subcontractors shall be entitled to receive an indemnification for the expenses incurred and reasonably allocated to the contract and/or purchase order and the resolution in question but with no right to reimbursement for non-fulfilment.5.1In the event of returns, before taking any action, the Client shall contact Customer Service via e-mail: customerservice@ (Argentina and Chile) or through the 0800-888-3474 number (Argentina), 0800 123 367 (Chile) or 0800 12 367 (Peru) to coordinate and manage returns. Under no circumstance, products without an RMA printed and attached to the PO shall be accepted. If products without this information are received, they shall be rejected and returned to the Client at its own expense.6. Warranty: In view of the limitations included in clause 7, Seller warranties the correct operation of its Products free from defects, if appropriately used, for a period of eighteen (18) months from the date of delivery or 12 (twelve) months from commissioning.6.1Seller warranties the operation of the defect-free parts and fittings, such as electrodes, membranes, plastic pipes, etc., for a period of ninety (90) days from the delivery date to Buyer. All products acquired by Seller from third parties for resale to Buyer, shall only be warranted by the manufacturer of such product and, therefore, Buyer shall address any claim to the original manufacturer. Buyer expressly acknowledges that Seller shall not be liable for any delay incurred by third parties. If any flaw or defect is detected, Buyer shall inform Seller in writing within thirty (30) days. Seller shall be entitled to repair and/or replace the equipment and/or software damaged. This warranty shall not cover the replacements or repairs due to inadequate preventive maintenance, decrease of normal operational power, Buyer’s fault, third party’s fault, or deterioration due to unfavorable environmental conditions, alterations, inadequate installations, modifications, repairs, wrong storage or any other cause beyond Seller’s control and responsibility. The expenses incurred due to repair and/or replacement of any part shall be borne by Buyer, exclusively. Seller shall not be liable to pay any expense incurred by Buyer or any other party, except in those cases explicitly accepted in advance. Buyer shall pay the expenses for disassembly, reinstallation, freight and any other expense incurred by Seller’s employees. Buyer shall submit its claim in writing during the term of the warranty. The lack of a notice in writing by Buyer shall be considered a withdrawal of any claim in terms of warranty. The products repaired or parts replaced under this warranty shall have an additional warranty, effective until the expiration of the warranty period for the product sold or a period of (90) days; from both options, the warranty applicable shall be the one with a longer term. This is the only valid warranty granted by Seller. The software warranty shall be covered by the standard license granted by Seller under the terms and conditions agreed upon and described in the clause below. Except in the previous description, there is no other warranty that may be invoked against Seller.6.2Any extended warranty requirement other than the standard mentioned in the paragraph above shall be duly evaluated and determined by the commissioning and maintenance of equipment by the post-sale service authorized by Emerson, based on the standard servicing rates available to the Client.7. Limitation of liabilities: SELLER SHALL NOT BE LIABLE FOR ANY DAMAGE CAUSED BY PERFORMANCE ISSUES. BY VIRTUE OF THIS, THE SOLE AND EXCLUSIVE REMEDY FOR WARRANTY INFRINGEMENT SHALL BE LIMITED TO REPAIR, CORRECTIONS, REPLACEMENT OR REIMBURSEMENT OF THE PURCHASE PRICE UNDER THE LIMITED WARRANTY CLAUSE IN SECTION 6. UNDER NO CIRCUMSTANCES, SELLER’S RESPONSIBILITY TOWARDS BUYER AND/OR ITS CLIENTS SHALL EXCEED SELLER’S PRICE ON THE SPECIFIC MANUFACTURED GOODS OR SERVICES RENDERED; NOTWITHSTANDING THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER IT IS BASED ON A CONTRACT, INFRINGEMENT, NEGLIGENCE OR STRICT RESPONSIBILITY); BUYER AGREES THAT IN NO CASE SELLER’S RESPONSIBILITY TOWARDS BUYER AND/OR ITS CLIENTS SHALL EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM ‘CONSEQUENTIAL DAMAGES’ SHALL INCLUDE, WITHOUT LIMITATION, THE LOSS OF ANTICIPATED PROFIT, LOSS OF USE, LOSS OF INCOME AND CAPITAL COST.7.1 The term ‘consequential damage’ shall include (although not limited to) the loss of the benefits expected, the business interruption, loss of use, income, reputation, data, costs incurred, such as capital and shall be limited to the amount of direct damage and not exceed the price paid by Buyer to Seller, in accordance with the Purchase order.7.2In the event of personal injuries or damages caused due to the joint negligence of Buyer and Seller, the amounts of losses and expenses shall be shared by each Party proportionally to the degree of negligence of each Party involved. In any case, the compensation recognized shall be that one corresponding to direct and immediate damages and could not exceed the contract amount.8.Insurances: During the term of this Agreement, Seller shall maintain – and for its own security - the following insurance policies: (i) Workers’ compensation, Employer’s responsibility and other insurances required by the labor law in relation to injuries or diseases of Seller’s employees in such a way and amounts as required by the pertinent laws, (ii) Car insurance with a combined single limit in the amount of ARS 3,000,000.00 for light vehicles and vans or pickups and (iii) third party insurance for personal injuries and damage to property with a combined single limit of USD 1,000,000.00. If required in the Agreement, Seller shall provide a certificate of insurance (COI) specifying these insurance coverages.9. Excusable Events: 9.1An excusable, justifiable or force majeure event is any event with the following characteristics: (i) hinders, delays or prevents Seller to comply with any of its obligations, where such event is not attributable to Seller; (ii) is beyond control and not the result of Seller’s fault or negligence, and (iii) despite the exercise of reasonable diligence, could not be prevented, avoided or removed.9.2Seller shall not be liable or considered in breach of its obligations herein set forth in the event of delays or obstacles by any cause beyond its reasonable control, including, but not limited to: unexpected environmental conditions, armed conflict, acts of terrorism or threats, outbreaks, strikes or other labor issues, or acts or omissions of any governmental authority, or of Buyer or its contractors or suppliers. If an excusable event occurs, Buyer will be duly notified within reasonable time frame and the schedule for Seller’s performance shall be extended by the amount of time lost by reason of the event plus such additional time as may be needed to overcome the effect of the event. If acts or omissions of Buyer or its contractors or suppliers cause the delay, Seller shall also be entitled to an equitable price adjustment.9.3Once the excusable event has ceased, Buyer shall be notified about this situation and all reasonable information about the impact and the response plan for a possible force majeure shall be provided. Upon acceptance of the plan, the schedule and price adjustments (if applicable), Seller shall resume the fulfilment of its obligations arising from the Agreement.9.4The parties may contractually agree the reasonable time frame to terminate the Agreement, if the excusable event extends beyond it. 9.5Climatic events: Unusual climatic events means those events not foreseen by the National Weather Service for those areas where the on-site services will be carried out (including areas to pass through in order to reach the designated site). The climatic events include, but are not limited to, excessive rainfall, extreme temperatures, intense winds, thunderstorms, etc. If the climatic event is forecasted by the National Weather Service before mobilizing to the site and Buyer accepts to put the service on hold or postpone it to a later date, neither an additional charge to Buyer shall apply nor any penalty to Seller. If the climatic event occurs once the mobilization to the site has been initiated - whether or not it has been announced by the National Weather Service - and the EHS (environmental, health and safety) regulations consider to be a risk to carry out works under these conditions, it shall be assumed as a day wasted and billed as stand-by or waiting time plus the expenses incurred to overcome the event. 10.Patents: Subject to the limitations under Section 7, Seller shall be in charge of any action or lawsuit against Buyer arising out of a claim for the products manufactured by Seller and that infringe a valid patent in the USA, and shall hold Buyer harmless, as long as Buyer: notifies in writing to Seller about the action or potential action; allows Seller to control the legal services over the patent infringement in question; provides reasonable assistance and cooperation to Seller in defense of the claim. In case the legal action is based on those products manufactured by Seller, causing infringement and their use is prohibited, Seller shall provide a reasonable business alternative, including, but not limited to ensuring the legal rights for Buyer to continue using the products. Buyer agrees that Seller shall not be responsible for the infringement, and that Buyer shall compensate Seller in full, if such infringement is based on the use of products along with other products not manufactured by Seller or if the latter was not responsible for the design of the Products or if designed or modified by Buyer in a way that they imply an infringement.11. Installation: Buyer shall be responsible for receiving, storing, installing, commissioning and maintaining the Products sold by Seller. Seller agrees to quote, at Buyer’s request, the Services to provide assistance to Buyer in the tasks formerly described.12.Environmental, Health and Safety Matters12.1Buyer shall maintain safe work conditions on site, such as: the implementation of the appropriate procedures in relation to Hazardous Materials, access to confined spaces and, commissioning, start-up and switch-off of energy systems (electrical, mechanical and hydraulic systems), using effective and safe lock-out / tag–out (‘LOTO’) procedures that include the LOTO or an option agreed upon by the Parties. 12.2Buyer shall timely inform to Seller and in writing about every site-specific environmental, health and safety requirements and procedures and instruct Seller’s personnel on these matter. Seller has the right but not the obligation to review and inspect - from time to time – the applicable environmental, health and safety documentation, procedures and conditions of the Site. 12.3If, in Seller’s reasonable opinion, the health, safety, or security of personnel or site is at risk, either due to terrorist acts or threats, or a potential exposure to Hazardous Materials, or unsafe work conditions, Seller may, in addition to other rights or remedies available, evacuate some or all of its personnel from the site, suspend the partial or total execution of the Contract, and/or carry out or supervise work remotely. Any such occurrence shall be considered an excusable event, so the Buyer shall not be entitled to claim the Seller any compensation resulting from its actions. Buyer shall reasonably provide assistance in any such situation. 12.4Operation of Buyer’s equipment is its sole responsibility. Buyer shall not require or allow the Seller’s personnel to operate Buyer’s equipment on site.12.5Buyer shall make its medical facilities and resources available to the Seller’s personnel. 12.6Seller has no responsibility or liability for the pre-existing conditions of Buyer’s equipment or the Site. Prior to Seller starting any work at the site, Buyer will provide documentation that identifies the presence and condition of any Hazardous Materials existing on site or near its location. Buyer shall disclose to Seller industrial hygiene and environmental monitoring data regarding any condition that may affect Seller’s or personnel work onsite. Buyer shall keep Seller informed of any change in the conditions.12.7Seller shall notify Buyer of any circumstance where (i) the site conditions differ significantly from those informed by Buyer, (ii) the site’s physical characteristics differ significantly from those commonly found and known as inherent to works/services as those mentioned in this Agreement. If any of these situations lead to an increase of the Seller’s costs or even of the time required to carry out any part of this job according to this Agreement, an equitable adjustment of price and schedule shall apply. 12.8If Seller comes across any hazardous material in Buyer’s equipment or onsite, Seller is not liable to continue with the work affected by the hazardous condition. In that case, Buyer shall remove the hazardous materials in accordance with applicable laws and regulations so that the Seller may conduct works safely. Seller shall be entitled to an equitable adjustment of prices and schedule, as applicable, to make up for any increase in Seller’s costs or in the time required to conduct the work. Buyer shall properly store, transport and dispose of all Hazardous Materials, produced or generated during the Seller’s work onsite.12.9Buyer shall indemnify Seller for any claim, damage, loss and/or expenses resulting from any Hazardous Materials that (i) were present or near the Buyer’s equipment or site prior to the beginning of works, (ii) were improperly handled or disposed of by Buyer or its employees, agents, contractors or subcontractors, and (iii) brought, generated, produced or released onsite by any Party other than the Seller.13.Taxes: Seller shall be entitled to increase the sale price of the products to take into account any new tax or increase of the existing taxes once the purchase order has been issued and before delivery. VAT is not included in Seller’s quotation, except expressly stated in the quotation sent to potential buyers.14.Destination control statement (DCS): The products, technology or computer programs (‘software’) imported from the United States of America are in conformity with the Export Administration Regulations (EAR) of that country. Therefore, the Buyer shall observe the specific US legislation and/or export laws, as well as of those in force in Latin American countries - such as Argentina, Brazil, Colombia, Costa Rica, Chile, Ecuador, Mexico, Panama, Paraguay, Peru, Uruguay and Venezuela – that prohibit the export or re-export of certain items to countries, institutions or individuals over which restrictive measures have been imposed in order to maintain the international peace and safety.15.Exports / Imports: Buyer agrees to comply with the current legislation as well as the regulations and requirements applicable to the existing imports and exports in the USA, the European Union, and any other jurisdiction where the Buyer has facilities where products are to be sent.puter programs and software: Buyer shall receive free of charge a non-exclusive and personal license to: a) use the software with the Buyer’s products, b) adapt the software to its needs. It is hereby stated that the control software system is owned by Seller and may be used by Buyer from the beginning of the license agreement until its expiration. 17.Software and Firmware: Notwithstanding any provision to the contrary set out herein, the Seller or third-party owner shall keep any property rights relating to firmware and software, including copyright attached to that firmware and software as well as their copies. Likewise, it is hereby granted to Buyer a non-exclusive, royalty-free license to use the firmware and software, and copies that shall be added to the products only at Buyer’s facilities where these products are used for the first time. Buyer may negotiate with Seller separate licenses to use such copies of firmware and software in other sites within the Plant and/or facilities. The use of the firmware (as specified by Seller) and any other software shall be exclusively governed by the applicable terms and conditions of license, provided by Seller and/or third party.rmation supplied by Buyer: If the Buyer stipulates specifications, information, operating conditions characteristics to select and design the product and preparation of the order, and consequently, the real operating conditions or other conditions differ from those normally provided by Seller, any warranty or clause of this Agreement affected by such difference shall be agreed upon in writing by the Parties. 19.General regulations: a) Buyer shall not be entitled to assign its rights or obligations hereunder, without the prior written consent by Seller; b) There is no interpretation, agreement or expression that have not been stipulated under these Terms and Conditions, c) Any change or modification shall be carried out as of a document duly signed by an authorized representative of the Seller; d) The Parties acknowledge the importance of doing business based on an ethical conduct and agree not to use any illegal practice, including those that may be interpreted as corrupt, without being limited to (i) the payment or offer to any third parties of the execution thereof. Likewise, they agree not to get involved in any activity that may expose the company to penalties under the Argentine law or the US law; e) These Terms and Conditions have been prepared in accordance with the Argentine law and shall be construed and observed on this basis. Any controversy resulting from these Terms and Conditions and not resolved within three (3) months after duly notified shall be subject to the ordinary courts of the Autonomous City of Buenos Aires f) these are the only valid Terms and Conditions between the Parties. No other Terms and Conditions shall be accepted by Emerson for further analysis g) If the Buyer or its subsidiaries hire the Seller’s personnel, directly or indirectly through a third party, within a year from expiration of the Agreement entered into by Buyer and Seller, Buyer shall pay to Seller an equivalent amount to twenty percent (20%) of each annual rate invoiced per employee. This payment shall be made within thirty (30) days from the date that the personnel involved started to work with the Buyer, its subsidiaries or third parties.20.Anti-bribery and corruption regulations: Buyer commits not to take any action or measure that may result in a) exposing the Seller or its affiliates to the risk of being fined by virtue of laws and/or regulations of any jurisdiction that prohibit wrongful payments, such as ‘kickbacks’ to public officials of any administration or agencies, public institutions, nations, municipalities or political subdivisions, political parties or public service candidates, or to any employee of a client or supplier, and b) penalties related to the US anti-bribery and corruption laws, the Foreign Corrupt Practices Act (FCPA) and/or any other normative in the United States and in Mexico, as its Federal Law Against Corruption in Public Procurement (Ley Federal Anticorrupción en Contrataciones Públicas), among other and the regulations on export administration. Buyer certifies that neither its company nor its advisers, executives or employees have given or will give any gift or monetary payment or anything valuable – direct or indirectly- to any official or employee of a private company (or any of its relatives) or employee of a government, department or office thereof (including governmental agencies), or to a political party or candidate with the intention of instigating such official, employee, party or candidate to misuse its role or position or influence any governmental, department or office action or decision, to obtain, retain or address businesses with Seller and/or any subsidiary or affiliate thereof.21.Anti-boycott regulations: The United States has enacted laws that prohibit and penalize actions deemed to be in support of certain international economic boycotts. Conduct and behavior associated with boycotts include: refusal to do business with certain countries or discriminatory hiring practices done on the basis of refusing to employ persons for reasons of religion or nationality. Likewise, the laws require parties involved in international business transactions to file reports on any third-party asking to support or join a boycott. The main purpose of these laws is to defend the boycott to Israel by certain Arab countries. Severe penalties may be imposed for infringement of these anti-boycott laws. Since the Seller is a subsidiary of a US company, it is the Seller’s policy to stand in total compliance with anti-boycott laws of the United States of America, including any anti-boycott regulations and to draft and submit the aforementioned reports, while refraining from any boycott action or activity. This policy for the execution of the procedure for the compliance of US anti-boycott laws and regulations shall be distributed among the company’s employees and its affiliated companies, as well as to its distributors and representatives, buyers which functions and operations are related to international trade, finances and other business transactions, including exports, service contracts and projects abroad.22. Force majeure: Seller shall not be responsible for any cancellation, suspension, delay or non-fulfillment related to force majeure; acts of the Buyer, war, fire, flooding, weather, sabotage, strikes, work controversies, disturbances or riots, governmental requirements, restrictions, distributions, laws, regulations, orders or actions; non-availability or delays in transportation; suppliers breach of contract, unforeseeable events or any other situation or cause beyond the Seller’s reasonable control. Deliveries and other operations and activities can be put on hold for a reasonable time or cancelled by Seller, upon Buyer’s notification if any of the aforementioned occurs; however, the Agreement shall not be affected as a result thereof. If the Seller determines that it is unable to supply the total quantity of the products requested, or obtaining the material that is directly or indirectly used in the fabrication of products, it is limited or not possible to achieve due to the situations mentioned in the paragraph above, the Seller shall commit to make them available (without being liable to obtain other products or materials) in a way that the Seller considers to be the most equitable, without any responsibility for non-performance that may consequently arise. ................
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