1. Legal effects of the Purchase Order. For all legal effects, this Purchase Order shall be considered an agreement between Aerotransportes Mas de Carga, S.A. de C.V. (the Customer) and the Supplier. Such agreement is entered into at the moment Supplier accepts this Order, either expressly or implicitly.
2. Acceptance of the Order. The Supplier shall be deemed to have accepted the terms and conditions when
(i) the Supplier acknowledges and accepts the Order;
(ii) the Supplier commences performance of the services or delivery (whether partial or total) of the goods set forth in the Order;
(iii) the Supplier accepts any payment pursuant to the Order; or
(iv) the Supplier has not sent rejection or non-acceptance notices to the Customer within 3 (three) business days following receipt of the Order.
3. Deliveries. The goods shall be delivered and/or services shall be performed in accordance with the quantities, phases, stages, delivery times, work schedules, frequency, dates and places, and other applicable specifications agreed upon in writing by the Parties. For the fulfillment of its obligations under this Order, the Supplier shall provide all human and material items required for the delivery of the goods or provision of Services. Should the Supplier fail to deliver the goods or perform the services to the agreed specifications, the Customer shall reserve the right to take any of the following actions, with no liability whatsoever:
(a) request a remedial measure pursuant to clause 7 of this Order;
(b) cancel the order, balance and/or service by written notice, reserving the right to request reimbursement from the Supplier, when the latter has not delivered the good or provided the agreed service at the time of the cancellation notified by the Customer. If the quantity or delivery date is not specified, the Supplier shall confirm them with the Customer in writing. Deliveries shall be made to the address specified by the Customer. If the Supplier delivers goods in excess of the quantities specified and agreed with the Customer, the latter reserves the right not to receive them or to return them to the Supplier in the understanding that all applicable storage, shipping and/or transportation costs incurred shall be borne by the Supplier. The Supplier shall be liable for all risks and damage that the excess goods delivered to the Customer may sustain at all times. Should there be no other agreement between the Parties, and for reasons attributable to the Supplier there is a delay in the provision of services or delivery of goods on the day agreed by both Parties (except for reasons of force majeure), the Customer shall reserve the right to claim indemnity for the delay in the delivery of goods or provision of services agreed by the Parties in this Order, in accordance with the provisions of the written communication between the Purchaser and the Supplier’s representative. In the event the agreed price has not been paid in full by the Customer, any penalty amounts due for delay in delivery of goods or provision of services pursuant to this Order may be offset against the final payment to the Supplier.
4. Packaging. The Supplier agrees that it shall exclusively bear all packaging charges for goods covered by this Order, unless otherwise agreed in writing between the Parties. The Supplier shall package them for delivery to prevent damage thereto or loss thereof. The Supplier also undertakes to mark or label the packaging in accordance with applicable standards and/or laws in force.
5. Quality. The Supplier undertakes the compliance of the goods and/or services delivered to the Customer with the quality standards required thereby, or by certificates, technical specifications and any other applicable specification at all times. The Supplier agrees that the goods or services covered by this Order shall be subject to inspection by the Customer and shall not be deemed accepted until the Customer has inspected them and issued its written acceptance. The Customer reserves the right to return such goods if they do not meet the requirements set forth in this Order, incurring no liability whatsoever for such return and having no obligation to pay any amount to Supplier as a price or otherwise. Any goods not ordered or which do not meet the requirements agreed in this Order shall be returned at supplier’s risk and expense.
6. Risk of loss or damage. All risks of loss or damage to the goods referred to in this Order during transport or handling shall be borne by the Supplier until such time as the goods have been delivered to the full satisfaction of the Customer at the agreed place of delivery. The Supplier shall reimburse the Customer for any amount that the latter may be required to pay due to indicated loss or damage. The Supplier shall be released from any liability in terms of this clause in the event that goods are transported directly by the Customer.
7. Corrective measures. Should the goods or services covered by this Order have rectifiable defects, the Customer may choose to:
(i) request the Supplier perform such services or deliver such goods again with its own personnel at no additional cost to the Customer; or
(ii) reject the services or property if it deems it convenient, without releasing the Supplier from the obligation to replace them in compliance with the technical specifications previously provided by the Customer. The Supplier shall make corrections within 5 (five) business days after receipt of the notification from the Customer, or as otherwise agreed in writing between the Parties.
8. Guarantees. The Supplier guarantees that all goods will be fit for the Customer’s specific purposes. The Supplier guarantees that it has valid ownership of/title to the items to be sold to the Customer. The goods shall be delivered with all corresponding accessories, authorizations, certifications and/or manuals. The Supplier shall guarantee the goods or services delivered to the Customer for at least 6 (six) months, within which time the Supplier shall respond to any manufacturing, composition or hidden defects of the goods, from the formal delivery thereof at the premises of the Customer or at any other agreed upon location. Specific cases with different term guarantees must be specified in the purchase order.
9. Insurance. The Supplier shall be responsible for taking out, at its own expense, such insurance as may be required in accordance with the nature of the services it provides or goods it sells, and shall ensure that the Customer has access to this information at all times. Furthermore, the Supplier shall indemnify and protect the Customer from any claim, complaint, loss or damage that the Customer or any third party may sustain as a result of the defective manufacture of goods or performance of services covered by this Order.
10. Price and Method of Payment. Prices shall be fixed and shall not be adjusted or varied unless specifically approved by the Customer in writing on a new purchase order. Payment shall not constitute acceptance of goods or services, as this shall be subject to clause 5 of this Order. All considerations shall be paid within 30 (thirty) days after receipt of the invoice covering the services or goods in accordance with this Order. Invoices issued by the Supplier to the Customer shall comply with the tax requirements in accordance with applicable laws in force. Payments of considerations shall be made in accordance with the provisions of this Order. Payments shall be made in Mexican pesos; regarding foreign currency, the exchange rate published by the Bank of Mexico or the Official Gazette of the Federation or any other agreed upon by the parties shall be deemed equivalent. In the event that the Supplier receives overpayments for any reason, it shall reimburse the Customer for the excess amounts received, subject to prior conciliation between the Parties. In the event that any change requested by the Customer affects the cost of the materials or services under this Order, the Supplier shall notify the Customer of this fact in writing within a maximum period of 3 (three) business days for the corresponding analysis, authorization and subsequent issuance of a new purchase order by the Customer. Should there be delays in delivery times of pending goods and/or provision of services by Supplier, prior to any change in prices under this clause, the latter shall respect the prices prior to the new purchase order issued by the Customer.
11. General Clauses.
(i) The headings and titles of the various clauses and items of this Order are for reference only and shall in no way modify or affect the meaning or interpretation of any of the terms or provisions of this Order.
(ii) The Supplier may not assign or transfer all or any part of this Purchase Order unless it has the express written consent of the Customer.
(iii) This Order and any other document referred to herein constitute the entire understanding between the Supplier and the Customer, and supersede any prior agreement, communication or negotiation between the Parties, whether oral or written.
(iv) This Order shall not be construed, under any circumstances or for any reason whatsoever, as constituting any type of association or employment relationship, or of any other kind, between the Supplier and the Customer.
(v) All information provided by the Parties to each other under the terms hereof, whether tangible or intangible, shall be deemed to be the property of the disclosing party and shall be restricted and confidential (hereinafter referred to as Confidential Information) and shall only be used by the receiving Party as set forth in this Order and may not be given or disclosed to any person not expressly authorized by the disclosing party.
(vi) For the interpretation, compliance and execution of this Purchase Order, the Parties expressly submit to the competent courts of Mexico City, Mexico, waiving any jurisdiction that may correspond to them for any other current or future address or for any other reason.
(vii) In the event of any discrepancy between this Order and the agreement (if any), the latter shall prevail.