QUOTE

DIENES

Terms and Conditions

TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS AND SERVICES BY DIENES CUCHILLAS S.A. DE C.V.
Updated as of January 6, 2023.

D E F I N I T I O N S

In order to avoid confusion regarding certain terms used repeatedly throughout this document, both parties agree to fully and literally adhere to the meanings of the words explained in this section.

The terms defined here may be used in the masculine or feminine, in singular or plural, without altering or modifying the intended scope for them as specified in this section.
GOOD, GOODS, or GOOD(S): Refers to the products that, if requested, are detailed in the quotation attached to these Terms and Conditions.

SERVICE(S): Refers to the services of sharpening circular knives or counter-knives, repairing pneumatic knife holders, consulting on cutting and rewinding issues, and training personnel on cutting and rewinding topics, which, if requested, are detailed in the quotation attached to these Terms and Conditions.

ORDER: Consisting of the request for one or more GOODS or SERVICES made by the "BUYER" to the "SELLER," for which the latter will charge a specific amount, either in Mexican pesos (MXN) or in United States dollars (USD).

"BUYER": Refers to you, in your capacity as purchaser of products or services from Dienes Cuchillas S.A. de C.V. "SELLER" or "Dienes": Refers to Dienes Cuchillas S.A. de C.V.

C L A U S E S


FIRST. OBJECTIVE.- These Terms and Conditions ("T&C") are intended to govern the legal and commercial treatment given to the relationship established between the "BUYER" and the "SELLER," the latter being Dienes Cuchillas S.A. de C.V. (hereinafter, "Dienes" or "SELLER").

SECOND. CHARACTERISTICS OF THE ITEMS ACQUIRED BY THE "BUYER".- The products acquired by the "BUYER" from the "SELLER" have their own qualities and specifications regarding their use, maintenance, monitoring, and safety, which are specifically detailed in the manuals provided by the "SELLER" to the "BUYER" at this time, regardless of the fact that the former has provided extensive information to the latter about the goods subject to these Terms and Conditions prior to their signing.

THIRD. INCOTERMS.- Unless the quotation specifies the use of the DAP (Delivered at Place) Incoterm, the ExWorks Incoterm will be used, which consists of the delivery of goods at the "SELLER'S" facilities.

FOURTH. WARRANTIES OF THE ITEMS ACQUIRED BY THE "BUYER".- Since this is a specialized product in the market for tasks related to the industrial sector, the manufacturer of the GOOD(S), through the "SELLER," grants the "BUYER" a warranty on the GOOD(S) purchased.

Now, the warranties of the GOOD(S) are up to 1 (one) year for pneumatic crush-cut knife holders, including bearings, seals, and gaskets, and up to 2 (two) years for pneumatic shear-cut knife holders, including bearings, seals, and gaskets. The warranty period will start from the effective shipping date (in the case of DAP) or delivery at the "SELLER'S" address (in the case of ExWorks).

For the warranties to be valid, the "SELLER" will declare the correct use of the GOOD(S) according to the intended purpose for which it was manufactured in accordance with the product specifications.

When the "BUYER" uses the GOOD(S) for a purpose other than that for which it was intended, or applies it to tasks not recommended by its characteristics, there will be no validity for the warranty, and the costs of replacement parts, replacements, and returns will be borne by the buyer.

FIFTH. DESTINATION AND USE OF THE GOOD.- The GOOD(S) has(have) been manufactured to meet the needs of the industrial sector, which is why the "SELLER" informs the "BUYER" that the recommended use, installation, maintenance, and specific instructions for using the GOOD(S) are those indicated in the User Manuals that accompany the GOOD(S).
SIXTH. PRICE.- Due to the acquisition of the GOOD(S) or SERVICE(S) by the "BUYER," and since this is done at a cost, the "BUYER" must pay the "SELLER" the amount indicated in the quotation sent to them, in accordance with the deadlines and dates indicated therein by the "SELLER."

If the price and payment terms are accepted by the "BUYER," this will formalize the relationship with the "SELLER" and create a legal bond between them, with both parties adhering to these Terms and Conditions.

Quotations are made in United States dollars ("USD"). The exchange rate accepted by Dienes is the one published in the Official Gazette of the Federation on the business day prior to the invoicing date. By accepting the quotation, you agree to pay Dienes according to the exchange rate indicated here. Additionally, if you wish for the quotation to be expressed in Mexican pesos (MXN) from the beginning, please request it at that time. United States dollar transfers ("SPID") will only be made when the "BUYER" has an open dollar account within the United Mexican States; in any other case, payments will be made through the Interbank Electronic Payments System ("SPEI") in Mexican pesos.

Now, prior to placing the ORDER, it will be agreed whether the payment will be made in United States dollars or Mexican pesos.

All payments will be made by check or electronic transfer to account number 3382785, with CLABE SPID 112962000033827859 (transfers in USD) CLABE SPEI 112320000033827857 (for payment in MXN pesos), at the financial institution BANCO MONEX S.A., with the "SELLER" as the account holder.

SEVENTH. VALIDITY OF QUOTATIONS.- The quotations issued by the "SELLER" are valid for 30 (thirty) calendar days from the date of presentation, so if the quotation is accepted after the indicated period, prices and delivery dates may vary. Additionally, any changes regarding the quantity or specification of the GOOD(S) or SERVICE(S) may be subject to price changes that will be reflected in a new quotation.

EIGHTH. PAYMENT DELAY.- If the "BUYER" fails to make any payments on the dates indicated in the quotation accompanying this document, the "SELLER" is authorized to demand the corresponding payment the day after the amount was due. Dienes may request, in the case of installment purchases, the signing of promissory notes, after analyzing the buyer's credit and legal history, so by accepting the quotation, you, in your capacity as "BUYER," also accept the consultation of such information by the "SELLER." Therefore, it will be essential that you sign Dienes' Comprehensive Privacy Notice for Customers.

Additionally, for installment purchases, the "SELLER" will suspend any delivery of the GOOD(S) or SERVICE(S).

NINTH. DELIVERY OF THE GOOD(S).- The "SELLER" will deliver the GOOD(S) in accordance with the Incoterm agreed upon in the quotation, doing so on the date indicated in the order confirmation. However, if there are changes in the delivery date, the "SELLER" will notify the "BUYER" of such modification, providing a new delivery date for the GOOD(S), without this being grounds for termination, breach of contract, these Terms and Conditions, or cancellation of the ORDER.

The delivery and availability of the GOOD(S) will be made punctually by the "SELLER." However, in cases of unforeseen events and/or force majeure, such as but not limited to natural disasters, states of emergency, war conditions, curfews, alarming political situations, road blockades, sinking of ships or goods, pandemics, adverse weather conditions, and/or any other circumstance affecting freight and not attributable to the "SELLER," there will be an indefinite extension until there are optimal conditions for the delivery and availability of the GOOD(S) to the "BUYER."

In the event of any of the above circumstances, the "SELLER" will make every effort to communicate by any means to the "BUYER" about the unforeseen events, force majeure, or non-liability causes for the "SELLER," from which time the indefinite extension for the delivery and availability of the GOOD(S) will begin.

Additionally, the "BUYER" agrees and acknowledges that Dienes may deliver 10% (ten percent) more or 10% (ten percent) fewer GOODS when it is an ORDER whose number of pieces is not the standard marketed by Dienes. In this case, Dienes will deliver the missing GOOD(S) from an ORDER when applicable.

TENTH. RETURNS.- Returns to the "SELLER" are valid under the following circumstances:

  1. When the size of the GOOD(S) is incorrect.
  2. When the specification of the materials in the ORDER is incorrect.

For the return, the "SELLER" will issue a credit note, and the replaced GOOD(S) will be delivered against it.

ELEVENTH. OWNERSHIP OF PATENTS, INDUSTRIAL DESIGNS, AND INTELLECTUAL PROPERTY AND COPYRIGHT IN GENERAL.- The "BUYER" agrees that at all times from the acquisition of the GOOD(S), and with respect to these, they will not engage in reverse engineering, deciphering of the structure of parts, tools, and components of the GOOD(S), or the application of any technique aimed at copying, imitating, and/or counterfeiting some or all of the elements that make up the GOOD(S), whether individually or collectively. These Terms and Conditions can in no way be considered a transfer of intellectual property rights or copyrights.

If the "BUYER" violates the above, they will be liable to the holders of intellectual property rights or copyrights and to third parties for their unlawful conduct.

Terms and Conditions without any liability for itself, unilaterally, and without the need for judicial or administrative declaration regarding this matter. The grounds for termination to be invoked by each party are as follows: By the "BUYER":

THIRTEENTH. PENALTY CLAUSE.- If the "BUYER" cancels any ORDER, they must pay the "SELLER" 20% (twenty percent) of the total value of the GOOD(S) according to the acceptance of the quotation accompanying these Terms and Conditions. The payment of the twenty percent penalty by the "BUYER" to the "SELLER" must be made effective at the time the respective notification of ORDER cancellation is made. It will not be considered an ORDER cancellation if any of the circumstances or situations mentioned in the previous clause occur.

FOURTEENTH. COMPLIANCE WITH LABOR LAWS.- The products and services marketed by the "SELLER" comply at all times with the labor, social security, and tax laws of the United Mexican States, as well as best practices established by the parent company Supe-Dienes GmbH, located in the Federal State of Nordrhein-Westphalen, Federal Republic of Germany.

FIFTEENTH. ANTI-CORRUPTION.- Both parties declare and agree that they will comply with the provisions of the General Law of Administrative Responsibilities and any other anti-corruption laws, including the Federal Law for the Prevention and Identification of Operations with Resources of Illicit Origin and its Regulation, the United States Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and the Brazilian Clean Companies Act, as well as ensuring that their subcontractors, officers, directors, and employees comply with the same. Additionally, both parties acknowledge that their subcontractors, officers, directors, and employees, including anyone acting under their instructions or on their behalf, may not make payments that violate the provisions of the applicable anti-corruption or anti-bribery laws for either party in connection with these Terms and Conditions. Both parties acknowledge that international anti-corruption laws, including the United States Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and the Brazilian Clean Companies Act, penalize the payment, whether direct or indirect, of money or any other gift to a public official, international organization, political party, political party member, candidate for public office, or any private individual or legal entity, with the aim of obtaining, retaining, or directing business operations or securing any undue advantage. Both parties declare and guarantee that in fulfilling their obligations under this Agreement, they have not made and agree not to make any payments that are prohibited.

SIXTEENTH. ENTIRE AGREEMENT.- The provisions in these Terms and Conditions will be considered as the Entire Agreement between the parties. If there is a Contract between them that defines other scopes not contemplated here, the buyer agrees that the provisions in these Terms and Conditions will form an integral part of the content of said Contract.

SEVENTEENTH. CLAUSE HEADINGS.- The nomenclature of the clause headings, regardless of their wording, does not influence the content of the agreement reached by each of the parties. Consequently, if a clause contains a heading with a different objective from what is addressed in the body of the clause, this will not invalidate the clause or give it a different meaning than the one truly intended.

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