TERMS & EXPORT SALE CONDITIONS
Article 1: Application and validity of the standard term sale conditions
These standard term sale conditions are systematically handed to each buyer so that he can place orders. Placing the order therefore means that the buyer accepts these conditions totally and unreservedly.
Article 2: Placing orders
The placing of an order is subject to the buyer satisfying all of the necessary conditions especially with regards to Mexican pharmaceutical legislation. RX MEDICAL WAREHOUSE S.A. will not be liable for the use which is made of the pharmaceuticals which are delivered. The orders are only delivered after written confirmation by the buyer and RX MEDICAL. The acceptance by the seller or provider in this case the company RX MEDICAL will result with the shipment of the order to the buyer.
Article 3: Modification or cancellation of orders
Any modification or cancellation of an order by the buyer will only be taken into account after the express agreement of RX MEDICAL In default of agreement, the installments paid by the buyer will be kept by RX MEDICAL WAREHOUSE S.A and or it's subsidiary SURTIDORA PRO-MEDICAL SA DE CV.
Article 4: Deliveries
4.1: Terms and conditions
The products ordered will be made available to the Carrier of one of the agencies of RX MEDICAL WAREHOUSE S.A., after a notice of making available. This notice will specify that the buyer has a period of 10 days in which to collect the products. After this time limit, RX MEDICAL WAREHOUSE will consider that the buyer has unilaterally terminated the sale and will keep the installments paid. In accordance with Mexican laws, the buyers must undo price labels stuck on the boxes and destroy them.
4.2: Deadlines
The delivery deadlines are evaluated as precisely as possible, but the delivery will depend on the availability of the supplies and the possibilities of transport. RX MEDICAL WAREHOUSE can make partial deliveries. Overrunning deadlines will not result in damages, or the cancellation of the orders which are in progress. However, if the transport does not take place within the 6 months following the indicated delivery date, the sale can be rescinded at the request of either of the parties.
4.3: Risks and claims
The risks are transferred in the products as soon as they leave the warehouses of RX MEDICAL WAREHOUSE S.A and or the warehouse of SURTIDORA PRO-MEDICAL SA DE CV. The ordered products therefore travel at the buyer's risks. If there are damaged or missing products in the order, the buyer must put his findings and reserves in an extrajuducial document, or in a recorded delivery letter with the acknowledgement of the receipt, for the carrier, within the three days following the receipt of the products, including on any F.O.B. sale or transaction. Any claim which refers to visible defects or to the non conformity of the products delivered with respect to the products ordered must be made by recorded delivery letter with acknowledgement of receipt to the Export Department of RX MEDICAL WAREHOUSE S.A. or to SURTIDORA PRO-MEDICAL Export department within a maximum period of 8 days from the arrival of the products. The buyer must prove the existence of the defects and anomalies recorded, and allow RX MEDICAL WAREHOUSE or one of it's subsidiaries access to the products so that it can establish these defects, and correct them, if this is possible.
Article 5: Returns
Any return must be accepted by RX MEDICAL WAREHOUSE S.A.. The costs and the risks of return are borne by the buyer. If there is no agreement, the products will remain available to the buyer for a period of 8 days and will not lead to the constitution of a credit note. Any returns which are accepted by RX MEDICAL WAREHOUSE will result in a credit note for the buyer, after verifying the quantity and the quality of the returned products.
Article 6: Price
The products are invoiced at the net price in force on the day that the order is placed (packaging included). The buyer will pay any additional costs.
Article 7: Payment
7.1 Terms and conditions
In principle, the invoices are payable UPON ORDER PLACEMENT. In certain cases, RX MEDICAL WAREHOUSE may demand payment on order. The payment is made by bank transfer, Wire Transfer, other transfer, direct debit, postal order, bill of exchange, or irrevocable letter of credit confirmed by a European, American or Mexican bank. The payment is made in U$D dollars, except for written authorization by RX MEDICAL accepting payment in another currency.
7.2 Delay
If there is a delay in payment, the RX MEDICAL WAREHOUSE S.A. can immediately suspend any business dealings. All the sums which are owed will be totally and immediately payable. Interest on arrears will be automatically payable from the day of the payment date until the date of encashment on RX MEDICAL WAREHOUSE S.A.'s account, without prior formal notice, based on the Mexican legal interest rate multiplied by 2.5. Any partial payment will be firstly charged against interest, and then against the principal sum.
7.3: Guarantees
The RX MEDICAL WAREHOUSE S.A. reserves the right to demand payment guarantees, or a cash payment, before the sale is made.
Article 8: Retention of title clause
The products will remain RX MEDICAL WAREHOUSE S.A.'s property until full payment of the price. If the price is not paid on the due date, RX MEDICAL WAREHOUSE S.A. can demand the return of the products in a recorded delivery letter with acknowledgement of receipt. The buyer will pay the costs of returning the products, the costs of implementing this clause, as well as any legal costs.
Article 9: Disputes
The only court, which will have jurisdiction to judge any dispute over the interpretation, the execution or the termination of this contract, will be the Mexican Commercial Court, which will apply Mexican law.
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