Terms and Conditions of Sale

These terms and conditions ("Terms and Conditions") are deemed part of all quotes, purchase orders, price lists, catalogs, proposals, and other documents, whether electronic or in writing, relating to the sale of products or services ("Product(s)") by MISUMI MEXICO S DE RL DE CV. ("Seller"). Seller objects to any terms or conditions proposed in authorized customer's ("Customer(s)") purchase order or other documents which are inconsistent with, or in addition to, these Terms and Conditions. Seller may, at any time, and at its sole discretion, modify these Terms and Conditions; any such modification will be effective immediately.

Article 1 Products

1. 1.Customer may purchase Products through any authorized method offered by Seller, including its website, http://mx.misumi-ec.com ("Website"). Seller may update its catalog of Products, including suspending or discontinuing its Website, suspending, or discontinuing sales of certain Products, and updating the specifications or pricing of Products at any time without notice. Product depictions in the catalog and Website are for illustrative purposes only. Products may be substituted and may not be identical to descriptions or images published in the catalog or on the Website. Seller reserves the right to revise publishing errors in its catalog or Website or to remove any registered Customer Website account at any time. Seller may offer Products manufactured or assembled to Customer's specifications ("Custom Products"). Seller is not responsible for verifying the accuracy of specifications provided by Customer to Seller for Custom Products. Customer represents and warrants that Customer has the necessary rights, licenses, and permissions to submit such specifications to Seller and can lawfully grant Seller the rights required in such specifications to manufacture and sell such Custom Products. Customer further represents and warrants that Customer shall not submit specifications that breach any applicable laws, regulations, or third-party rights, including intellectual property rights. Custom Products are sold on a "FINAL SALE" basis only, and no Cancellations, returns, refunds, or credits are permitted except as set forth herein or otherwise agreed to by Seller in a signed writing.
2. 2.Large volume orders ("Large Orders") may require a quotation and the price and production time may differ from any catalog or Website information. Volume discounts are only applicable to product volume included in a single order line. If Product is split across multiple order lines, these lines will not be aggregated to apply volume discounts.

Article 2 Ordering Products

1. 1.Orders made by Customer become effective upon Seller's receipt and confirmation of the order. If Seller is unable to receive the order due to a problem with any telecommunication service or if any of the details required to process the order are missing, the order will not be deemed received, and Seller shall not be liable in any way for Customer's inability to purchase Product or any damages arising in connection therewith. Seller reserves the right to accept or reject any order.
2. 2.Customer may change an order (a "Change") or cancel an order (a "Cancellation") by contacting Seller as follows:
   • Products designated as Stock on the Website ("Stock Products"): Customer may request a Change or Cancellation at any time prior to shipping free of charge. After shipping, any Change or Cancellation will incur a twenty percent (20%) restocking charge.
   • Custom Products, Large Orders, or other non-Stock Products: No Cancellation or Change will be accepted unless agreed to by Seller in a signed writing.
3. 3.Notwithstanding the foregoing, Seller reserves the right to decline Changes or Cancellations due to the nature, type, quantity, or shipping date of Products, the distribution system used, or other relevant factors. Seller also reserves the right to rescind any order (whether or not such order has been previously accepted by Seller) if Seller determines, in its sole discretion, that (a) the order breaches these Terms and Conditions; (b) the order violates any applicable law, regulation, legal precedent, governmental act, or industry standard; (c) the order contains any incorrect information, including, but not limited to, pricing, Freight, or order eligibility; (d) Customer's financial situation is unsatisfactory to Seller; (e) Customer is on one of the Restricted Parties Lists (defined below); or (f) for any or no reason, at Seller's discretion ("Recission"). Seller shall not be liable for any losses related to any Recission.
4. 4.Seller cannot accept any Cancellations or Changes if Customer requests express processing or shipping for the order.
5. 5.To the extent permissible by applicable law, no cooling-off period will apply to sales of Products.
6. 6.Customer is responsible for inspecting and providing notice to Seller within one (1) week of receipt if Products fail to meet the specifications or have any defects in material or workmanship. Seller will promptly repair, refund, or replace defective Products, in Seller's sole discretion. If requested, Customer shall work with Seller to return such Products. If Seller does not receive notice within one (1) week of receipt, Seller will deem that all Products have been inspected and accepted by Customer.

Article 3 Customer Obligations

1. 1.It is Customer's sole responsibility to review Product literature provided by Seller concerning the Product and its properties (and to share such literature with its employees, contractors, and customers who may handle, process, install, or use such Products) and all applicable laws, regulations, and industry guidance for any applicable jurisdiction to be sure that their assembly, installation, and/or use of Products is compliant. Seller does not guarantee compliance of Products with any laws, codes or regulations or suitability of Products for any particular uses. Customer agrees that Seller's Products shall not be used in applications in the human body or for the purpose of transporting humans, without Seller's prior written consent.
2. 2.Customer agrees to comply with all applicable laws, regulations, and ordinances including all applicable export and import laws and regulations. Notwithstanding the above, Customer acknowledges that Products may not be used in the development, production, or storage of any weapon, including chemical or biological weapons, or nuclear energy equipment unless expressly permitted by Seller in Seller's sole discretion.
3. 3.Customer represents and warrants that it is not designated on or associated with any party designated on any applicable restricted parties' lists, or other forbidden, denied, blocked, debarred or proscribed persons lists ("Restricted Parties Lists"). Customer acknowledges that Products may not be sold to, shipped to, or used by any party on the Restricted Parties Lists. In addition to the foregoing, Products may not be sold to, shipped to, or used by a party in any of the following countries: Democratic People's Republic of Korea (North Korea), Iran, Iraq, Libya, Afghanistan, Democratic Republic of the Congo, Cote d'Ivoire, Lebanon, Liberia, Sierra Leone, Somalia, Sudan, Eritrea, Syria, Cuba, the Central African Republic, or South Sudan.
4. 4.Customer represents that any person accepting these Terms and Conditions on behalf of Customer is authorized to do so and that all employees and representatives of Customer who access the Website or any Seller application on behalf of Customer or otherwise purchase Products from Seller on behalf of Customer have the legal right, and are duly authorized, to make such purchases.

Article 4 Freight Terms

1. 1.Seller does not ship outside of Mexico. Customer should contact Seller's affiliates in other countries available at https://mx.misumi-ec.com/worldwide/ for purchases outside of Mexico.
2. 2.Seller will ship Products to the Customer based on current lead times. Shipping and delivery dates are estimates only. Large Orders or Custom Products may require additional time to ship. Shipping terms for orders within Mexico and Incoterms for international orders are F.O.B. Shipping Point: prepaid and billed or collect. Unless otherwise agreed by Seller, "Freight" (which includes shipping, handling and/or insurance fees) will be charged to Customer's account with Seller using a carrier of Seller's choice. Other shipping options may be available such as shipping expedited same day delivery, air Freight, hazardous materials, using Customer's carrier, international, or special handling for which Seller may charge an additional fee. Seller may also charge a handling fee on each order.
3. 3.Title, liability, and risk of loss of all shipments pass to Customer upon tender of Products to the carrier. Seller shall not be liable for any transportation charges, damage, or delays in transit.
4. 4.Any claim by Customer against Seller for shortage or damage to Products occurring before delivery to the carrier must be presented in writing to Seller within one (1) week of date of delivery. FAILURE TO GIVE NOTICE OF A CLAIM WITHIN ONE (1) WEEK FROM DATE OF DELIVERY, OR THE DATE FIXED FOR DELIVERY (IN CASE OF NONDELIVERY), SHALL CONSTITUTE A WAIVER BY CUSTOMER OF ALL CLAIMS IN RESPECT OF SUCH PRODUCTS.

Article 5 Payment Terms

1. 1.Prices displayed on the Website or in Seller's catalogs are subject to change or correction at any time and without notice. All orders shall be invoiced at the Product price in effect at the time of shipment.
2. 2.Payments are due net thirty (30) days from the date of invoice unless otherwise set forth by Seller.
3. 3.Customer is responsible for payment of all applicable taxes or other governmental charges.
4. 4.Seller, at its option, may charge Customer eighteen percent (18%) interest per year or the maximum legal rate, whichever is less, on any balance not paid within the stated terms. Customer will pay Seller's attorneys' fees and other costs incurred by Seller in the collection of any amount invoiced and due. If Seller cannot confirm payment by the applicable due date, Seller may suspend or cancel any future shipments to Customer.
5. 5.All payments must be made in U.S. dollars. Customer shall have no right to set-off any amounts against the amount owing to Seller.
6. 6.Seller reserves the right to request advance payment or specific methods of payment from Customers at its discretion. If Customer fails to make payment or comply with these Terms and Conditions, Seller may (without liability and in addition to other remedies), cancel any unshipped Products and stop any Products in transit until Customer pays all amounts owed to Seller, whether or not then due. Customer shall in any event remain liable for any unpaid amounts.
7. 7.Any credit extended by Seller, and the limits of such credit, is at Seller's sole discretion, and may be reduced or revoked by Seller at any time, for any reason.

Article 6 Returns

1. 1.The Customer may request return of Stock Products to Seller within thirty (30) days of the date of delivery. All Product returns require a return authorization issued by Seller. Custom Products, Large Orders, or other non-Stock Products are not eligible for return.
2. 2.Returned Products must be in original packaging, unused, undamaged, unexpired, and in saleable condition. Proof of purchase may be required. Product returns may be denied or made subject to restocking fees and other charges by Seller at Seller's discretion.
3. 3.Customer must pay all associated shipping and Freight costs for returned Products. Seller does not take title to returned Products until Seller receives the Product at the applicable return location and inspects such Products.
4. 4.All Product returns are subject to inspection by Seller prior to issuance of any credit.
5. 5.Customer agrees that any credit for a return issued by Seller must be used within one (1) year from the date the credit was issued and may only be used for purchases of Products unless otherwise agreed in Seller's sole discretion. Any unused credit or portion thereof will automatically expire after one (1) year.

Article 7 Warranty

Seller offers Seller-branded Products ("MISUMI Products") and third-party branded Products ("Third-Party Products"). Seller warrants that MISUMI Products shall be free of defects in material and workmanship for a period of one (1) year from the date Seller ships the MISUMI Products to the original purchaser ("Warranty Period"); during the Warranty Period, Seller, at its sole discretion, may repair, replace, or refund MISUMI Products found to have a defect attributable to Seller ("Defect"). This warranty shall be known as the "Limited Warranty".

For the Limited Warranty to apply, Customer must provide Seller with written notice describing the alleged Defect within the Warranty Period. Seller will review the alleged Defect and determine in its sole discretion whether such alleged Defect is covered under the Limited Warranty. Seller's Limited Warranty shall not apply to any Products used in violation of these Terms and Conditions.

Minor flaws such as scratches, marks, small dents, or discoloration which do not affect the function of a Product shall not be considered Defects under this Limited Warranty. This Limited Warranty also does not cover Product flaws or deficiencies to the extent due to: (i) normal wear and tear due to Customer's use of the Product; (ii) Customer's reckless, negligent, or abusive handling or use of Product; (iii) natural disasters; (iv) Customer's failure to comply with Product specifications, these Terms and Conditions, or other Product documentation; (v) Customer (or any third party) repair, modification, disassembly, processing, or combination with any other product; or (vi) Customer's use of the Product for other than general industrial use. As used herein, general industrial use shall not include use of the Product in: (1) equipment meant to transport humans; (2) the human body; or (3) goods meant for consumer use.

THE LIMITED WARRANTY HEREIN IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES OF SELLER, THE MANUFACTURER OF PRODUCTS, AND ANY OTHER ENTITY INVOLVED IN THE MANUFACTURE, SALE, OR SERVICING OF PRODUCTS AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES AND RELATED COMPANIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE CREATED UNDER APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

SELLER'S LIMITED WARRANTY DOES NOT APPLY TO THIRD-PARTY PRODUCTS. ANY PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE THIRD-PARTY PRODUCT WILL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED. TO THE EXTENT ANY MANUFACTURER/SUPPLIER WARRANTY APPLIES TO ANY MISUMI PRODUCTS, SUCH WARRANTY WILL SUPERSEDE AND VOID THE LIMITED WARRANTY AS TO THOSE PRODUCTS.

Article 8 Indemnification; Limitation of Liability.

1. 1.Customer will defend, indemnify, and hold harmless Seller and its affiliates, and their respective officers, employees, and agents, from and against any liability, damage, claim, or any litigation cost or expense (including but not limited to reasonable attorneys' fees) from claims arising out of or relating to (a) any violation of these Terms and Conditions; (b) any use of Products, unless Seller's analysis confirms that Products were properly stored, installed, and maintained, not subject to contamination, misuse, or modification, and in full compliance with Seller-provided literature; and (c) any act or omission of Customer under these Terms and Conditions or related to Products.
2. 2.Seller shall indemnify and hold harmless Customer from and against any third-party claim that any Product manufactured by Seller infringes on any patent, trademark, trade secret, copyright, or other intellectual property. If any such Product is proven to so infringe, Seller shall, at its option, either make such Product non-infringing or procure the rights to continue to sell such infringing Product; if Seller is unable to do either of the foregoing, either party may terminate the relationship without any further obligation or liability to the other party. The foregoing remedies are the sole and exclusive remedies of Customer in the event of an infringement. Without limiting the foregoing, Customer (at its own expense) shall indemnify and hold harmless Seller and defend or settle any action brought against Seller to the extent based on a claim that any Custom Product infringed intellectual property rights of another party.
3. 3.SELLER SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR PRODUCTION OR COMMERCIAL LOSS IN ANY WAY CONNECTED WITH PRODUCTS, THE WEBSITE, OR RELATED MATTERS, WHETHER SUCH CLAIM IS BASED IN CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY. Further, in no event shall liability of Seller exceed the individual price of the Product upon which liability is asserted.

Article 9 General Terms and Conditions

1. 1.Seller shall not be liable for any delay or failure in performance resulting from causes beyond its control, including earthquakes, fires, floods, pandemics, epidemics, strikes or other labor disputes, shortage of labor or materials, delay in or lack of transportation, or the requirements of any government authority.
2. 2.Customer is responsible for notifying Seller of any changes in ownership, address, name, spokesperson, or other Customer information. Seller shall not be liable for any damages caused by Customer's failure to promptly notify Seller of relevant changes, and Customer shall indemnify Seller for any costs incurred by Seller related to such failure.
3. 3.By making a purchase from Seller, Customer represents and warrants that all information included in its registration is true, and it is authorized to purchase under the name and account set forth on its order.
4. 4.Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, or any other intellectual property rights reserved by Seller or owned by any manufacturers and/or suppliers to Seller.
5. 5.By purchasing from Seller or registering on Seller's Website, Customer expressly agrees to receive purchase updates, marketing and promotional messages, and other relevant updates via e-mail or physical mail at the contact information provided. Customer may opt-out of marketing and promotional messages at any time via the opt-out procedures set forth in such messages. All information collected by Seller shall be governed by Seller's Privacy Policy available at https://mx.misumi-ec.com/en/contents/privacy/.
6. 6.These Terms and Conditions, the sale or purchase of Products, and the relationship of the parties shall be governed by and construed in accordance with the laws of Mexico. The parties hereby agree that the United Nations Convention on the International Sale of Goods shall have no application to this Agreement or the sale or purchase of Products. Any claim arising out of or related to these Terms and Conditions, the sale or purchase of Products, or the relationship of the parties shall be brought exclusively in state or federal court located in the state of Queretaro, and the parties hereby submit to and waive any objections to the exclusive jurisdiction thereof. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one (1) year after the cause of action has arisen. Customer may not assign its rights hereunder without Seller's written consent.
7. 7.If any provision of these Terms and Conditions is rendered ineffective, invalid, or unenforceable, the ineffective, invalid or unenforceable term shall be severed from these Terms and Conditions, and the remaining provisions shall be valid and fully enforceable as written.
8. 8.Failure of Seller to exercise any option, right, or privilege under these Terms and Conditions shall not constitute a waiver of any such option, right, or privilege unless such waiver is specifically set forth in a writing signed by Seller.