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ZIMMER AUTOMATION, S. DE R.L. DE C.V.
Bernardo Quintana 7001, Torre II, Suite
1103, Col. Centro Sur, C.P. 76090, Santiago
de Querétaro, Querétaro, México.

Date: 10/08/2022

Sole Manager: Vincent Valentin Florian Zimmer

ZIMMER AUTOMATION, S. DE R.L. DE C.V. is a company within the Zimmer Group
 

CLAUSE 1: Application Area, Validity of These Conditions

1. These General Terms and Conditions for Deliveries in the General System Business Area (in short: “General Delivery Terms”) of ZIMMER AUTOMATION, S. DE R.L. DE C.V. (also referred to hereinafter as “we” or “us” or “THE COMPANY”) shall apply only with respect to a natural person or legal entity or partnership authorized by law which, at the time the agreement is concluded with us, is exercising its commercial or independent professional activity (entrepreneur) as well as a legal entity under public law or a special-purpose entity under public law;
2. All after-sales services and deliveries from THE COMPANY in the general system business area (hereinafter referred to as “deliveries” or “services”) are based exclusively on these Delivery Terms. We hereby expressly reject any references or counter confirmations from the ORDERING PARTY asserting its General Terms and Conditions of Business and Delivery. We do not acknowledge any such terms and conditions deviating from our Delivery Terms, unless we have expressly agreed to their validity in writing. Our General Delivery Terms shall apply even if we knowingly and without reservation fulfill conditions of the ORDERING PARTY that deviate from our Terms and Conditions of Delivery;
3. In the event of contracts focusing on assembly, commissioning, repairs, maintenance or other services, the General Terms and Conditions for Assembly, Commissioning, Repairs, Maintenance and Other Services of THE COMPANY shall take precedence over these provisions. In all other respects, the General Terms and Conditions of THE COMPANY are in subordinated application. In case provisions of these General Terms and Conditions for Deliveries in the General System Business Area contradict the General Terms and Conditions of THE COMPANY, the former shall take precedence for application.

CLAUSE 2: Quotation, Contractual Basis and Conclusion of Contract

1. Unless otherwise agreed, a contract with us shall take effect upon receipt of our order confirmation by the ORDERING PARTY, which may occur in writing, by fax or by e-mail. Without any confirmation by the ORDERING PARTY no contractual relationship will be created between the PARTIES;
2. Our quotations are always subject to change and non-binding. Quotations and orders of the ORDERING PARTY shall be binding for us only if we confirm them in the form listed above or they are fulfilled by provision of the delivery item;
3. The written purchase order, the written agreements of the contractual negotiations and other written agreements (requirements specifications, other descriptions of requirements, etc.) shall become the basis of the contract;
4. All end customer specifications must be listed in the order confirmation in order to be valid. As a rule, we endeavor to take these into consideration, possibly for an additional charge or in limited form.

CLAUSE 3: Properties of Delivery Items; Design Changes; Material List; Approval Drawings; Conformity; Installation and Operating Instructions; Environmental Conditions

1. The specifications contained in our public statements, such as in catalogs, brochures, advertisements, price lists (including those in the form of pictures) regarding the properties of our delivery items (such as weights, dimensions, holding capacity, sensors, etc.) shall not be binding if they are not expressly an integral part of the contract. They do not entail any specifications of properties unless the specifications are expressly agreed upon between us and the ORDERING PARTY. Public statements by third parties, such as our suppliers or their subsidiaries, shall constitute part of the characteristics of our delivery items only if this has been expressly agreed upon between us and the ORDERING PARTY at conclusion of the contract or if we have adopted such statements by third parties expressly and in writing in public statements itself;
2. We are obligated to maintain adherence to voluntary standards outside the ISO 9001 certification only if this is expressly agreed in writing;
3. Specifications regarding the properties or service life of our delivery items do not constitute a guarantee in terms of the Articles from 77 to 84 of the Federal Law for Consumer Protection (Ley Federal de Protección al Consumidor), and in particular are not a guarantee of quality or guarantee of durability, unless THE COMPANY expressly assumes such a guarantee in writing;
4. Regarding the creation of technical drawings, the bilateral exchange of 3D drawings is carried out in STEP format and, for 2D drawings, in DWG/DXF format in a drawing frame of any company of the Zimmer Group. Preferably, 3D data is exchanged. An inspection for fixture/machine interference contours as well as an inspection of the load capacity and reach are always carried out by the ORDERING PARTY, unless otherwise agreed. The final inspection is the responsibility of the ORDERING PARTY and is acknowledged with approval of the technical drawing. If necessary, digital versions of a pneumatic plan and an E-plan are be attached to the approval documents in WS-CAD format. A quotation can be provided for other formats upon request;
5. As the deliveries provide from European Union, the documentation satisfies the requirements of the Machinery Directive 2006/42/EC. A Declaration of Conformity in accordance with Annex II A or a Declaration of Incorporation in accordance with Annex II B of the Machinery Directive 2006/42/EC is part of the scope of delivery;
6. The installation and operating instructions are drafted in conformity with the requirements of the Machinery Directive 2006/42/EC, Annex I, Chap. 1.7.4 ff. We provide the installation and operating instructions as original operating instructions in all official languages of the European Community. All products are supplied as standard with original operating instructions in German and English, a Spanish version will be provided on request. We provide these original operating instructions at no charge. For all other languages of the European Community, a price list can be viewed via our Sales department on the department on our website under Service (Price_List_Translation_Assembly_and_Operating_Instructions_Components_en.pdf (zimmer-group.com).  These installation and operating instructions are labeled as “Translations of the Original Operating Instructions” (Machinery Directive 2006/42/EC, Chap. 1.7.4.1 (b)).
   For all manuals in official languages outside the area of validity of the Machinery Directive 2006/42/EC, the prices and delivery times according to the agreed quotations or order confirmations shall apply. Due to the continuously active process chain of our change and update services, source documents cannot be handed over for independent translations;
7. Upon request, we shall provide our preferred material list of operational media (manufacturer standards). The material list can be adapted individually on a project-specific and as-needed basis and upon reimbursement of any additional effort and expense;
8. We are entitled to carry out modifications to the scope of delivery specified in the quotation that remain in harmony with any agreed end customer specifications without this resulting in changes in function or increased in costs. During the delivery period, we reserve the right to make changes to the delivery item in design or form that are related to an improvement in technology or to legal requirements, provided that this does not substantially alter the delivery item and that the changes are reasonable for the ORDERING PARTY. We are not required to also make such changes to previously delivered products;
9. At the location of use, we assume a clean and intact environment free of chemical, electrochemical or electrical influences or other aggressive agents (e.g. vapors, chemicals, solvents, radiation, etc.). We assume an ambient temperature between 5° and 40°C and a maximum humidity of 70% (seventy percent). We must be notified by the ORDERING PARTY of any deviations from this before conclusion of the contract.

CLAUSE 4: Prices; Payment; Price Adjustments

1. Insofar as no other agreement has been made, our prices apply “ex works” and exclude shipping. The prices do not include the applicable statutory value-added tax. Payment shall be made in accordance with payment terms specified in the quotation;
2. Any installations, assembly work, mechanical commissioning and installations or attachments shall be billed separately unless otherwise agreed. Billing shall take place after the service report. Reference is explicitly made to our General Terms and Conditions of Assembly;
3. In the event any changes arise in the course of the project that are not attributable to us and that incur additional effort or expense, such will be reported as an additional expense and we reserve the right to bill them to the ORDERING PARTY as such;
4. The prices specified in our quotation or at the conclusion of the contract are based on our costing at the time of submitting the quotation or concluding the contract. We reserve the right – even after concluding the contract – to adjust prices if more than 4 (four) months lie between the conclusion of the contract and an agreed-upon delivery date. If a substantial change to our costing arises in such a period due to increased costs, for example, due to increased costs for materials, energy, or wages of our employees and the resulting price increase of at least 5% (five percent) for delivery items, we retain the right to increase our prices within the scope of the altered circumstances. This shall not apply if we are in default with our delivery. If the increase is greater than 5% (five percent), the ORDERING PARTY shall be entitled to a right of termination;
5. The ORDERING PARTY shall only have the right to withhold payments if its counterclaims are undisputed or have been established in a legally binding manner;
6. The ORDERING PARTY shall only have the right to offset payments against counterclaims insofar as its counterclaims are undisputed or have been established in a legally binding manner.

CLAUSE 5: Delivery Time; Delivery Delays

1. The delivery time shall be determined by the agreements made by the PARTIES to the contract. Our adherence to it presupposes clarification of all commercial and technical questions between the PARTIES to the contract; it also presupposes that the ORDERING PARTY has met all obligations incumbent upon it in a timely and proper manner. The obligations incumbent on the ORDERING PARTY pertain specifically to providing the following in a timely manner:
   • CAD models of the work-pieces (unfinished/finished part);
   • Machine data;
   • Device data;
   • Robot type;
   • Where applicable, requirements specifications, operating materials specifications of the end customers;
   • All agreed customer-provided and sample components for carrying out trials;
   • Provision of the required certifications or permits from government agencies;
   • Technical release;
   • Where applicable, a down payment.
   The obligations incumbent on the ORDERING PARTY shall be adapted and expanded in the individual case due to the product specification and we shall provide notification of this to the ORDERING PARTY. For the functional engineering/gripper system business area, we expressly refer to the addition in CLAUSE 7 section 2. If the ORDERING PARTY does not fulfill its obligations, does not fulfill them completely or does not do so in a timely manner, our delivery time shall be lengthened accordingly. This shall not apply if we are responsible for the delay;
2. In the event of later modifications to the contract by the PARTIES that can influence the delivery date, the delivery time will be appropriately extended, insofar as no special agreements have been made;
3. Compliance with the delivery period shall be subject to correct and timely delivery. We shall provide notification as soon as possible of any delays that appear imminent;
4. The delivery time shall be deemed to have been met if the delivery item has left our plant before expiry of the delivery period or notification has been given that the delivery item is ready for shipment. Insofar as acceptance must take place – except in the case of an authorized refusal of acceptance – the acceptance date or, alternatively, the notification of willingness to accept is decisive;
5. We are entitled to partial deliveries so long as the remaining delivery parts have been delivered within a reasonable delivery time and this is not unreasonable for the ORDERING PARTY.
6. If the shipment or acceptance is delayed for reasons for which the ORDERING PARTY is responsible, it can be billed for the expenses resulting from the delay beginning one month after notification of willingness to ship and/or accept.
7. If the delivery time is delayed due to force majeure or events that could not be foreseen, we shall be released from our performance and contractual obligations for the duration of the interference and the period for completing our work shall be extended by a reasonable amount plus an appropriate lead time. Here we list the following as examples of these kinds of events, without this being understood as a limitation: natural disasters, epidemics, armed conflicts, revolution, terrorism, sabotage, nuclear/reactor accidents, strike, lawful lockouts, shortage of workers, power or raw materials, difficulties in the acquisition of the necessary official approvals, travel restrictions, missing, incorrect or late delivery from suppliers. This shall also apply if such circumstances arise after we have fallen behind schedule. THE COMPANY, affected by force majeure or acts of god is obliged to inform the ORDERING PARTY in writing within 5 (five) calendar days about the occurrence of said circumstance;
8. The ORDERING PARTY is entitled to withdraw from the contract without notice if THE COMPANY is finally unable to perform the entire contract before the transfer of risk. Furthermore, the ORDERING PARTY shall be entitled to withdraw from the contract if, in the case of an order, the execution of a part of the delivery becomes impossible and the ORDERING PARTY has a justified interest in refusing the partial delivery. If this is not the case, the ORDERING PARTY shall pay the contractual price applicable to the partial delivery. The same shall apply in case of our inability. In all other respects, the claims in accordance with CLAUSE 10 section 2 shall apply. If the impossibility or inability arises during the delay in acceptance or if the ORDERING PARTY is solely or predominantly responsible for these circumstances, the ORDERING PARTY shall be obligated to provide compensation;
9. If the ORDERING PARTY suffers damages as a result of a delay for which we are responsible, it is then entitled to demand flatrate compensation for the delay. The compensation shall amount to 0.5% (zero point five percent) for each full week of delay, but in total not more than 3% (three percent) of the compensation for the part of the work to be performed by us that cannot be used in a timely manner due to the delay;
10. If the ORDERING PARTY, in consideration of statutory exceptions, sets a reasonable deadline for performance after the due date and this deadline is not met, the ORDERING PARTY shall be entitled to withdraw from the contract within the scope of the statutory regulations. The ORDERING PARTY shall be obligated to declare within a reasonable period of time whether it intends to make use of its right to withdraw, if grounds for withdrawal exist. Further extensive claims due to the delay shall be based exclusively on CLAUSE 10 section. 2.

CLAUSE 6: Shipping; Transfer of Risk; Acceptance

1. The ORDERING PARTY shall bear the risk of accidental loss or accidental deterioration of the delivery item or partial delivery as soon as we have handed them over to the person who shall carry out the transport, but no later than when the delivery item or partial delivery leaves our factory for the purpose of being shipped. This shall apply regardless of whether the shipment is made from the place of performance and of who bears the transport/shipping costs;
2. Insofar as acceptance must take place, this is authoritative for the transfer of risk. It must be carried out immediately on the acceptance date or, alternatively, after we report the willingness to accept. The ORDERING PARTY may not refuse acceptance due to the presence of a non-significant defect;
3. If the delivery item is ready for shipping or acceptance and notification of willingness to ship and/or accept is given to the ORDERING PARTY and if shipment or acceptance is delayed for reasons for which we are not responsible, the risk is transferred to the ORDERING PARTY upon being notified of the willingness to ship and/or accept. We undertake to take out the insurance policies requested by the ORDERING PARTY at the ORDERING PARTY’s expense.

CLAUSE 7: Additional Provisions for the Area of Function Modules / Gripper Systems

1. The following applies for the standard, project-specific or customer-specific components:
   a) The weight data in the item descriptive text is an estimation and is not binding;
   b) The requirement for lubrication of individual components accounted for by one threaded hole per lubrication point directly on the part requiring lubrication or via a lubricating nipple on this part. Any additional required components (lubricating cans, piston distributors, etc.) are not offered unless expressly stated in the quotation text;
   c) The base offer does not include labeling or marking for actuators, cables and other electrical components. Upon request, a quotation for the surcharge associated with this can be provided;
   d) Servo-electric shafts are provided with reference marking;
   e) Sensors in our standard design for detecting common switching states in the actuator are included. For other designs, the scope and price shall be determined in advance;
   f) Tubing and cabling of the actuators, as well as the delivery of valves, hoses and cables can be offered on request for an additional charge;
   g) As a rule, components are not painted. Steel parts are black oxidized or tempered. Aluminum/stainless steel parts are rough and not painted. As a rule, finishes are available at a surcharge.
2. Obligations of the ORDERING PARTY valid in addition to CLAUSE 5 section 1:
   a) Approximately 2 (two) weeks before the delivery date, the ORDERING PARTY shall provide us with parts determined and agreed in advance (e.g. servomotors, turning axes, etc.) at no charge;
   b) Before the gripper system is delivered, we shall verify the function of the gripping process. To this end, the ORDERING PARTY shall provide us, at no charge and approximately 2 (two) weeks before the ordered delivery date, the necessary sample component(s) for final mounting that is/are in the condition for machining that corresponds to the gripping process. If it is not possible to provide the ORDERING PARTY with the goods, we shall not bear any potential consequential costs for defects that could have been discovered during a proper grip test upon final assembly at the factory and thus avoided. A document with the delivery address and necessary component information can be provided upon request.

CLAUSE 8: Additional Provisions for the Area of Module Construction / Complete Systems / Systems Engineering

1. Base Offers / Standard Procedure
   For the modules, complete systems and equipment described in our quotations and order confirmations, the standard procedure shall apply here unless other arrangements have been made in writing.
   a) The modules, complete systems and equipment shall be set up and tested in parts at our factory before delivery. Before delivery, an inspection (functional verification) of the modules, complete systems and equipment by the ORDERING PARTY can be scheduled at our facility. The factory setup shall be coordinated with the ORDERING PARTY on a project-specific basis. In any case, the safety fence and any required extraction systems are exceptions to this;
   b) If an approved is stipulated, this shall take place after commissioning. The exact approval criteria shall be stated in an acceptance specification before the order is confirmed;
   c) If a training course has been expressly arranged as additional sales content, training (theoretical) and orientation (practical) shall be carried out after installation and commissioning. Only personnel trained in this manner is authorized to operate the system;
   d) If production support has been expressly arranged as additional sales content, production support shall be carried out after installation and commissioning. Production support shall take place upon coordination during regular working hours (8 a.m. - 4 p.m.) and is stated in the quotation.
2. Performance Data
   a) The performance data of the modules, complete systems and equipment depend on the application. The definitive performance data can be determined during the engineering phase. All statements made in advance are for informational purposes only and are not binding;
   b) Unless agreed otherwise, the technical availability of the modules, complete systems or equipment shall be 92% (ninety-two percent) in accordance with VDI 3423 for the scope described in the requirements specifications.
3. Warranty Declaration
   a) We guarantee the completeness of the system described in the quotation as well as the documentation required for this purpose (guarantee of completeness);
   b) We guarantee that the quoted system will handle the tasks in accordance with the requirements (functional guarantee).

CLAUSE 9: Warranty Claims; Material and Legal Defects

We shall be liable for defects in the delivery without the possibility of further claims – subject to CLAUSE 10 – as follows:

A. Material Defects

1. At our discretion, we shall repair or replace free of defects and free of charge those parts of the delivery that prove to be defective as a result of a circumstance that occurred prior to the transfer of risk. If any such defects are found, written notice of this must be provided to us immediately. Replaced parts shall become our property;
2. After consultation with us, the ORDERING PARTY shall give us the necessary time and opportunity to carry out all repairs and replacement deliveries that we deem necessary. Otherwise, we are released from liability for the consequences. Only in urgent cases (that endanger operational safety, to defend against disproportionately large damages) shall the ORDERING PARTY have the right to remove defects independently or have them removed by a third party and to demand from us reimbursement of the necessarily resulting expenses. The ORDERING PARTY must notify us immediately of the urgent cases and prove the urgency;
3. Of the immediate costs resulting from remedying the defect or providing a replacement, the costs of the replacement part, including shipping, shall be borne by us, provided that the claim is proved to be justified. We shall also bear the costs of removal and installation as well as the costs of providing the necessary installation technicians and assistant workers, including travel costs, provided that this does not result in a disproportionate burden for us. If the delivered element is not located at agreed delivery address indicated by the ORDERING PARTY’s , the ORDERING PARTY shall be responsible for the increased transportation and travel expenses;
4. Within the statutory provisions, the ORDERING PARTY shall have the right to withdraw from the contract if we - taking into account the statutory exceptions - allow a reasonable period of time set for us for the remedy or replacement delivery to expire without success. If the defect is only insignificant, the ORDERING PARTY shall only be entitled to reduce the purchase price. In all other cases, the right to reduce the contract price shall be excluded. Further extensive claims shall be based on CLAUSE 10 section 2 of these Terms and Conditions;
5. If the ORDERING PARTY has made a claim against us in relation to alleged defect rights and it transpires that either there is no defect or the claimed defect is due to circumstances for which we are not liable, the ORDERING PARTY shall be obligated to reimburse us for all costs incurred in conjunction with examining the defect claim and/or rectification, unless we invoke this without justification and the ORDERING PARTY is not responsible for this.
6. In particular, we shall not be liable:
   a. for damages and defects caused by improper or unsuitable use of the delivery item, particularly due to overuse or excessive strain (capacity limit), incorrect or negligent handling, improper maintenance or incorrect assembly by the ORDERING PARTY or any third party for which the ORDERING PARTY is responsible, use of unsuitable operating materials or consumables, faulty construction work, an unsuitable foundation, the effects of chemical, electrochemical or electrical factors – unless the circumstances of the aforementioned nature are our responsibility;
   b. if statutory directives or directives issued by us with regard to installation, operation, maintenance and cleaning are not complied with by the ORDERING PARTY or third parties, unless the respective defect in question is not the result of such failure to comply; 
   c. for the consequences of improper remedial work by the ORDERING PARTY or a third party commissioned by the ORDERING PARTY or if the ORDERING PARTY or a third party commissioned by the ORDERING PARTY has made changes to the delivery item or replaced parts without our consent – unless the respective defect in question is not the result thereof;
   d. for natural wear and tear of the delivery item or individual parts.
    

B. Legal Defects

1. If the use of the delivery item leads to an infringement of industrial property rights and/or copyrights in Mexico, we shall, at our expense, procure the right for the ORDERING PARTY to continue using the delivery item or modify the delivery item in a manner reasonable for the ORDERING PARTY so that the infringement of industrial property rights and/or copyrights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period of time, the ORDERING PARTY shall be entitled to withdraw from the contract. Under the in these Terms and Conditions specified conditions, we are also entitled to withdraw from the contract. In addition, we shall indemnify the ORDERING PARTY against undisputed or legally established claims of the owners of the property rights and/or copyrights concerned;
2. The aforementioned obligations (CLAUSE 9 Sec. B section 1) shall be final subject to CLAUSE 10 section 2 and 3 in the event of infringement of industrial property rights and/or copyrights. They shall exist only if:
   • the ORDERING PARTY notifies us of copyright infringements immediately;
   • the ORDERING PARTY supports us to a reasonable extent in defending the asserted claims or enables us to carry out CLAUSE 9 Sec. B section 1;
   • we reserve the right to all defensive measures, including out-of-court settlements;
   • the defect of title is not based on an instruction of the ORDERING PARTY, the infringement was not caused by the fact that the ORDERING PARTY modified the delivery item without authorization or used it in a manner contrary to the contract.

CLAUSE 10: Liability; Exclusion of Liability

1. If the delivery item cannot be used by the ORDERING PARTY as intended in the contract through our fault as a result of a lack of or incorrect execution of recommendations made before or after the conclusion of the contract or through the violation of other accessory contractual obligations, in particular instructions for the operation and maintenance of the delivery item, the following stipulations shall apply in addition to CLAUSE 9 Sec. A, to the exclusion of other claims by the ORDERING PARTY;
2. We shall be liable – regardless of the legal reason – for damage not occurring to the delivery item itself in accordance with the following:
   a. In case of intent;
   b. In case of gross negligence of the company owner, managing body or executive managers;
   c. In case of culpable injury of life, limb and health;
   d. In case of defects that we have maliciously concealed;
   e. As part of a promise of guarantee (specifically as part of CLAUSE 8 section 3)
   f. To the extent there is liability for personal injury or material damage on privately used objects in accordance with the applicable laws about Product Liability as the Commercial Code (Código de Comercio) and the Federal Law for Consumer Protection (Ley Federal de Protección al Consumidor)..
3. In the event of a culpable violation of major contractual obligations ( obligations that must be fulfilled for the contract to be fulfilled properly in the first place and that the contractual partner regularly expects and may expect to be fulfilled), we shall also be liable in case of gross negligence of non-executive employees and in case of simple negligence, limited to reasonably foreseeable damage that is typical for the contract in the latter case. More extensive claims are excluded. The exclusion of liability shall also apply with regard to the personal liability for damages of our employees.

CLAUSE 11: Statute of Limitation

1. All claims of the ORDERING PARTY – irrespective of the legal reason – lapse in 12 (twelve) months in the course of using the delivery item in single-shift operation. In the course of using the delivery item in multiple-shift operation, the limitation period is reduced to 6 (six) months – regardless of the legal reason;
2. The limitation periods specified in section 1 begin on the day after acceptance or commissioning and no later than 1 (one) month after delivery. This shall also apply to the limitation period for claims under a right of recourse in the supply chain in accordance with the Commercial Code (Código de Comercio).
3. The statutory limitation periods apply to claims for compensation in accordance with CLAUSE 10 section 2 (a-d) and (f) as well as to defects of a structure and defects of delivery items that were used for a structure according to their usual type of function and that have caused its defectiveness.

CLAUSE 12: Retention of Title

1. We shall retain title to the delivery item until receipt of all payments under the delivery contract. If assembly services or other additional services are to be provided, ownership of the delivery item shall not pass to the ORDERING PARTY until receipt of the assembly payment or the part of the payment corresponding to the service performed;
2. We shall be entitled to insure, at the ORDERING PARTY’s expense, the delivery item against damage by theft, breakage, fire and water and other damage insofar as the ORDERING PARTY does not provide proof of a corresponding insurance policy themselves after 1 (one) week after the delivery;
3. The ORDERING PARTY may only sell, pledge or assign the delivery item as security with the prior written consent of THE COMPANY. The ORDERING PARTY is furthermore obligated to notify us immediately of any seizure, repossession or other interference by a third party;
4. In the event that the ORDERING PARTY acts in a way that is contrary to the contract, in particular in case of delay of payment, we shall be entitled, in accordance with statutory regulations, to withdraw from the contract and to repossess the delivery item after issuing a reminder. Enforcement of the retention of title as well as seizure of the delivery item by us shall not be considered as withdrawal from the contract. While the retention of title exists, the ORDERING PARTY shall inform us immediately and in writing if a third party enforces claims on or rights to the object of the retention of title. The ORDERING PARTY shall support us in the pursuit of our interests at no cost.

CLAUSE 13: Use of Software, Use of Provided Documents; Rights of Third Parties

1. Insofar as software is included in the scope of delivery, the ORDERING PARTY is granted a non-exclusive right to use this software including its documentation. It is transferred for use on the item delivered. Any use of the software on more than one system is prohibited. The ORDERING PARTY may reproduce, revise, translate or convert the object code into the source code only to the extent legally authorized conforming to the Federal Law on Copyright (Ley Federal del Derecho de Autor) and the Intellectual Property Law (Ley de la Propiedad Industrial). The ORDERING PARTY undertakes not to remove existing manufacturer information, especially copyright information (copyright or registration marks), or to modify it without our express prior approval. All other rights to the software and the documentation, including copies, remain vested in us or the software provider. The granting of sublicenses is not permitted;
2. Regardless of the specific content of the job (design engineering, engineering services, etc.), we retain all property rights and copyrights for all content provided to the ORDERING PARTY, including, but not limited to documents, data carriers, figures, drawings, patterns, costings, cost estimates, documentation and other documents produced by us as well as similar information in a tangible or intangible form (even in electronic form). They must not be used for purposes other than those stipulated in the contract and must not be made accessible to third parties without our prior permission being granted in writing. This applies in particular to all documents that we have designated as confidential;
3. ​​​​The technical documentation supplied by the ORDERING PARTY to us that we require, e.g. to perform the agreed services, shall not be used for purposes other than the fulfillment of the contract;
4. The ORDERING PARTY shall bear sole responsibility for the correctness of the documents that the ORDERING PARTY has provided to us;
5. The ORDERING PARTY shall be solely responsible for checking whether the documents (data, figures, drawings, templates, documentation, plans, etc.) and other information that the ORDERING PARTY has provided us infringe upon the rights of any third party, namely, industrial property rights and copyrights. Insofar as a third party resorts to litigation against us due to the application, use or reproduction of the documents that the ORDERING PARTY has provided us due to the infringement of copyrights or industrial property rights or due to the infringement upon the Law about Unfair Competition (Ley de Competencia Deleal), the ORDERING PARTY shall be obligated to support us in defending against such a claim. In addition, the ORDERING PARTY shall compensate us for all damages thus incurred, including attorneys’ fees and costs of litigation.

CLAUSE 14: Data Protection

1. The treatment and communication of THE PARTIES’ personal data, either as transmission or remission, shall comply with the provisions set forth in the Federal Law of Protection of Personal Data in Possession of Individuals (Ley Federal de Protección de Datos Personales en Posesión de los Particulares), its Regulation and other applicable regulations (hereinafter jointly referred to the “Data Law”). In this sense, each of THE PARTIES shall guard strict confidentiality of the collected personal data of the other PARTY; protect them by means of technical, physical and administrative safety measures; ensure that the personal data’s transmission or re-mission is done in accordance with the privacy notice of the divulgatory PARTY and the Data Law, having previously informed of the transfer to the holder and being granted with the corresponding permission that, if given the case, should grant the latter.
2. The data required for order fulfillment, in particular the name and address of the ORDERING PARTY, will be stored by us electronically and likewise be used and processed by our company for handling the orders, particularly for communicating with the ORDERING PARTY or processing corresponding inquiries of the ORDERING PARTY. Furthermore, the contract data will be used to initiate a credit check, if necessary, from a business credit reporting agency. We shall store and process the ORDERING PARTY’s data under strict observation of the data protection provisions of THE COMPANY that you can review on our web page: www.zimmer-group.com/es/;
3. The ORDERING PARTY declares its consent to the storage of its data specified under No. 1 by making an inquiry to us, no later than when a contract is established. Furthermore, the ORDERING PARTY declares its agreement that, if it violates the contract, we are allowed to transfer this data to persons whom we entrust with enforcing our own claims and rights according to the Data Protection Law. Furthermore, the ORDERING PARTY declares its agreement that, insofar as a mailed item was unable to be delivered to the previously known address, the postal service company we use may provide us with the ORDERING PARTY’s applicable address. The ORDERING PARTY has the option of revoking its consent to the aforementioned storage, use and processing of its data at any time. It can demand in writing at any time that its data be deleted. The ORDERING PARTY has the right to demand information at any time about stored data concerning it, the origin and recipient of the data, the use of the data and the purpose in this regard. The above-described process should be realized through the data protection officer according to our privacy notice

§ 15: Applicable Law; Place of Jurisdiction; Miscellaneous

1. The laws of the United Mexican States shall apply exclusively to all legal relationships between us and the ORDERING PARTY, the application of the of the United Nations Convention of 11.04.1980 on Contracts for the International Sale of Goods (CISG) is excluded;
2. All disputes arising from the current contract shall be decided by the court responsible for the business location of THE COMPANY. However, we are also entitled to file suit at the ORDERING PARTY’s headquarters. Any mandatory provisions of applicable law providing for exclusive places of jurisdiction shall remain unaffected by this regulation.
3. ​​The language of the contract can be in Spanish or English;
4. If a provision in these General Delivery Terms or a provision in other agreements between us and the ORDERING PARTY shall at any time be deemed either entirely or partially invalid or unfeasible, or if these General Delivery Terms should contain any gap, the validity of all other provisions and/or agreements shall not be affected. The effective or feasible provision most closely approaching the purpose of the ineffective or unfeasible provision shall apply in its place as agreed upon. In the case of a gap, the provision corresponding to what would have been agreed upon in accordance with the purpose of these General Delivery Terms, insofar as THE PARTIES to the contract would have taken the matter in question into account from the outset, shall apply.
5. No ancillary agreements have been concluded. Such agreements shall only be valid if stipulated in writing.
6. Unless otherwise stipulated in these General Delivery Terms, communication via fax or e-mail can be used to comply with the written form requirement.