General terms and conditions of purchase orders

1. ACCEPTANCE - This “Purchase Order” represents a legal, validand binding obligation between the parties, in accordance with the terms agreed herein and the provisions of the Commercial Code. Purchase Orders shall be deemed as accepted by the Supplier when: a) expressly or tacitly, and b) not rejected within the 3 (three) business days after the notification date.

2.PRICES   - Prices shall be as expressly stipulated on the cover page hereof or in the annexes and/or quotations attached hereto, which have been signed by the parties and may be amended through prior written agreement.

3.INVOICES-PAYMENTS - The invoices issued by the Supplier to Zürich must meet the requirements stipulated by the current fiscal legislation. The Supplier shall be subject to Zürich's payment policies and payments shall be made within the term stipulated on the cover page of this Purchase Order.

4.PACKING AND DISPATCH – In the event that the Supplier is required to deliver materials, goods or articles, said party shall pack, label and prepare the materials and equipment for dispatch in such a manner so as to prevent the goods from being damaged or deteriorating, in accordance with the highest packing and packaging standards of the industry for goods similar to the materials stipulated in this Purchase Order. The Supplier shall use the most competitive freight service, providing that it meets all the goods handling requirements stipulated by the Supplier. Zürich shall not pay any packing or packaging whatsoever unless so stipulated in the Purchase Order.

5.DELIVERIES - The delivery of materials and/or the rendering of services shall be in accordance with the respective contract and/or the terms and conditions set forth on the cover page hereof or in its annexes. The Supplier shall inform Zürich immediately if it is unable to deliver the material or equipment or to render the service in the time agreed, and Zürich shall be authorized, at its entire discretion to (ii) grant an additional term for the delivery of the material or equipment or the rendering of the service, or (ii) cancel the purchase order without any liability whatsoever for Zürich. Advances made in the rendering of services shall be deemed as delivered only if they have been expressly accepted by Zürich or the person appointed thereby. 

6. GUARANTEES   -   GENERAL - The guarantee of the service rendered or the performance of the equipment or material supplied shall be agreed by and between the parties. If no such guarantee has been established, the Supplier shall grant a minimum guarantee of 12 months.  The guarantee shall consist of repairing and/or replacing the services or goods supplied in the event that the fault is due to defects of manufacture and/or origin.  The Supplier shall guarantee (ii) that all the materials provided and the services rendered under the Purchase Order that have been supplied or rendered under the best-possible standards and/or prepared using the best quality materials, free of manufacturing and design defects, and (ii) that the materials, either individually or as a whole, do not infringe any patent of the United States of America, the United Mexican States or any other country and that they were not prepared without the authorization, license and/or express authority of the owner of the industrial property. If the above condition is breached, Zürich shall reserve the right to cancel this Purchase Order without any liability whatsoever and the Supplier shall hold Zürich harmless from all third-party claims. The reception of the materials or goods shall not imply acceptance. Zürich shall have a term of 30 (thirty) business days following the reception date to make any claim for poor quality or shortages in the quantity of same. In the case of hidden defects that are not in plain sight, the term shall be 180 (one hundred and eighty) business days. Zürich shall be entitled to review and supervise the dispatch of the materials from the Supplier's facilities. The foregoing shall not release the Supplier from its obligations to quality and quantity, as these requirements shall always be subject to final inspection by Zürich in the terms of the preceding paragraph.

7. CONTRACTUAL PENALTY. - In accordance with Article 1846 of the Federal Civil Code, the Supplier shall be obliged to pay Zürich a contractual penalty of 10% (ten per cent) of the total value of the consideration for any delay in the rendering of the service or the delivery of the goods within the 30 (thirty) calendar days following the date of the breach notice.

8. DATA PRIVACY - In the event that the information shared contains personal data, the Supplier shall be required at all times to abide by the applicable data privacy and the protection laws and regulations, and shall be considered as the party responsible for the protection of said data, while Zürich shall be responsible for same in the terms of the Federal Individuals' Personal Data Protection Law. The Supplier shall be obliged to implement the security, administrative, technical, technological and physical measures necessary to protect the personal data against damage, loss, alteration, destruction or unauthorized processing. The Supplier shall also be obliged to keep the personal data confidential when so required and to not disclose it in any manner or through any means whatsoever to third parties or use it for purposes other than those for which it was shared, without the prior written authorization of Zürich. The Supplier undertakes to consult the comprehensive privacy notice, which is provided at: https://uat-mexico.jss-uat-shared.zurich.com/es-mx.

9. USE OF INFORMATION AND INDUSTRIAL PROPERTY -  All the specifications, plans, samples, designs and any other information provided by Zürich to the Supplier as a guide for the development of services, products, software or for any other purpose shall remain the property of Zürich.  All the originals and any copies of same that have been made shall be returned to or destroyed at the request of Zürich.  The Supplier recognizes and guarantees to have been engaged by Zürich specifically for the rendering of the services and/or the supply of the goods stipulated in this Purchase Order. In addition, in accordance with the applicable Industrial Property legislation, once the final payment is made, Zürich shall acquire the title to all the industrial property rights that arise from the rendering of the services and/or the supply of the goods.  The Supplier shall hold Zürich harmless from all claims, complaints, petitions, fines or sanctions brought against it by any jurisdictional authority or third party with regard to any breach of any industrial property right.  At no time shall the Supplier be authorized to develop and/or manufacture for third parties any materials that are competitive with the deliverables stipulated in the Purchase Order, regardless of their degree of similarity.  However, the Supplier may use its knowledge, skill and general experience and any ideas, concepts, technical know-how within the ambit of its practice, but excluding the documentation provided by Zürich for the rendering of the services and/or the supply of goods.  The Supplier shall be obliged to provide Zürich or its respective successors, licensees or assignees, at any time, with all the information and documentation necessary to protect the industrial property rights that arise from the services and/or deliverables and/or goods stipulated in this Purchase Order.

10. PAYMENT OF TRAVEL EXPENSES - The Supplier may request the payment of "travel expenses", such as accommodation, meals and transportation, subject to the express approval of Zürich, if admissible. In this case, the Supplier shall provide copy(ies) of the fiscal invoice(s) or receipt(s) in the name of the Supplier within a term not exceeding 15 (fifteen) calendar days following the date on which the expense was incurred, accompanied by the list and justification of the expenses. No reimbursements shall be made once the above-mentioned period has elapsed. Travel expenses shall be reimbursed and paid in accordance with Zürich's Travel and Travel Expenses Policies and Procedures Manual.

11. CONFIDENTIALITY -  All the information exchanged between the parties, including this Purchase Order and all the information or documentation generated in relation thereto shall be understood as being confidential. Therefore, its disclosure shall be strictly prohibited without the express authorization of the other party, excluding information that is already in the public domain or is required to be disclosed by legal provision or order.

12. UNFORSEEABLE CIRCUMSTANCES OR EVENTS OF FORCE MAJEURE - In the event that the Supplier is prevented from performing the obligations stipulated in this Purchase Order due to an unforeseen circumstance or event of force majeure that lasts for a period equal to or greater than 20 (twenty) calendar days, Zürich may terminate this Purchase Order without any liability whatsoever.

13. BREACH - The Supplier undertakes to render the services or supply the products described in this Purchase Order correctly and promptly and shall pay Zürich for any loss or damage generated in the event of breach without the need for any legal order.  In the event of breach, Zürich shall notify the Supplier in writing of the termination of this Purchase Other at least 15 (fifteen) calendar days in advance. The Supplier shall have a term of 5 (five) business days following the date of notification to remedy the breach or submit a written viable remediation plan to the satisfaction of Zürich. This termination shall not release the Supplier from its obligations to the guarantee, confidentiality and liability for the goods and/or services already supplied or rendered pursuant to this Purchase Order.  The omission to take any action or exercise any right by Zürich as a result of breach by the Supplier shall not imply any waiver by Zürich to claim past, present or future breaches. 

14. INDEMNITY - The Supplier shall assume all risks for all damages, losses, expenses and costs, thereby assuming the obligation to indemnify and hold Zürich, its stockholders, directors, representatives and employees harmless from any damage, claim or legal or administrative procedure. The Supplier shall also be obliged to reimburse any fine, sanction or expense (including lawyers' fees) incurred in relation to this Purchase Order and that are attributable to the Supplier, without the need for any legal order whatsoever. These indemnities shall remain valid following the termination or cancellation of this Purchase Order or any part thereof.

15. INSURANCE -  The Supplier declares to have contracted a General Civil Liability policy sufficient to cover all possible damage that may be caused to third parties and/or Zürich as a result of the rendering of any service related to this Purchase Order.

16. CANCELATION   - Zürich may cancel this Purchase Order or part thereof at any time, without the need for justification and with no liability whatsoever, through simple written notice sent to the domicile of the Supplier at least 15 (fifteen) days in advance. In this case, Zürich shall pay for all the materials or services delivered, completed and accepted at the date of the notification, provided that Zürich has no right whatsoever to be exercised against the Supplier that is subject to compensation and/or collection from the Supplier.

17. NOTICES - All documents, notices and communications to be served in relation to this Purchase Order shall be issued in writing and shall be deemed as received when (i) they are delivered at the domiciles registered by and/or known to the parties, and (ii) are sent by fax or e-mail to the numbers and addresses indicated by each party.

18. GIFTS AND GRATUITIES -  The Parties recognize and agree to comply with the applicable anti-corruption laws and regulations. The Supplier also agrees not to use any resource obtained from the services, work and technology described in this Purchase Order to pay, deliver, or promise any valuable directly or indirectly to civil servants, political parties, or officials or candidates of any political party in order to obtain or retain business, benefits, concessions or permits inappropriately or that imply corrupt conduct in breach of the applicable anti-corruption laws and that harm the interests of Zürich.  The Supplier agrees to inform Zürich promptly of any improper activity or any conduct that breaches this clause or Zürich’s Global Code of Ethics, of any request made by any of Zürich's employees, agents or representatives or by the Supplier for an offer or gift to be given with the intention of inducing or influencing the other party, this being understood as deceitful corrupt conduct, or of any conflict of interest or improper conduct, interest through the website https://ZurichEthicsLine.alertline.eu or to telephone number 001-866-761-8515. Zürich shall reserve the right to terminate this Purchase Order and even the business relationship with the Supplier without any liability whatsoever in the event that any gift or gratuity is given by the Supplier to any of Zürich's personnel.

19.EXPORTATION CONTROLS -  The parties recognize that both they and the materials, services, work and technologies described in this Purchase Order may be subject to exportation controls, embargoes, sanctions and/or similar provisions of the United Mexican States, as well to the exportation policies, controls and procedures of the purchaser, all of which have been provided for the knowledge of the Supplier beforehand. In this case, the Supplier accepts to comply with all the exportation controls and procedures, as well as to provide Zürich with any information and/or documentation necessary to comply with the exportation controls applicable to it.  The Supplier may report any suspicion or breach of the exportation controls, as well as any other improper activity or conduct in breach of this clause or of Zürich's Code of Ethics anonymously and in strict confidentiality, without any fear of reprisals, through the website https://ZurichEthicsLine.alertline.eu or to telephone number 001-866-761-8515.  In the event of breach of this clause, Zürich shall reserve the right to terminate this Purchase Order or its business relationship with the Supplier, without the need for any prior legal order and with no liability whatsoever.

20.  ENVIRONMENTAL LIABILITY -  The Supplier and its entire personnel undertake to comply with Zürich's health, safety and environmental guidelines, standards and procedures and with all the indications stipulated in the third-party contracting manual provided to it for such purpose. The breach of this clause shall be sufficient reason to cancel this Purchase Order and even any business relationship with the Supplier.

21.  LABOR LIABILITY> - The Supplier shall be the sole party responsible for the personnel assigned to the rendering of the services described in this Purchase Order, without so doing establishing any labor relationship whatsoever between said personnel and Zürich. Based on the foregoing, the Supplier is the sole party responsible for complying with the fiscal, labor and social security obligations of its personnel stipulated in the current legislation. Therefore, the Supplier shall hold Zürich harmless from any action, petition or claim that may be filed against it by the Supplier's employees, suppliers and collaborators, whether civil, commercial, labor or of any other nature. The Supplier shall reimburse Zürich for any expense incurred in its defense against any petition or claim filed against it as a consequence of the foregoing, without the need for legal order.

22.  SUPPLIER’S PERSONNEL IN ZÜRICH' INSTALLATIONS -  The Supplier shall be obliged to enroll all its employees in the social security institutions stipulated by law and shall provide Zürich, if so requested, with copies of the respective payments of the social security contributions of each person assigned to the rendering of the services. Failure to provide said copies shall result in the payment of the services being withheld and the termination of this Purchase Order and existing contract, as well as the business relationship with the Supplier with no liability whatsoever for Zürich.  The Supplier and the personnel its assigns to the rendering of the services must observe and follow Zürich's standards of good conduct and work, as well as complying with Zürich's health and safety provisions. The Supplier's personnel must, at all times, carry an identification bearing their full name, the Supplier's logo and its correct and complete name and domicile.  

23.  DOMICILES AND E-MAIL ADDRESSES - The parties indicate the domiciles and emails to receive any type of notification as those stipulated on the cover page of this Purchase Order. All notifications shall be delivered in writing personally, by reliable messenger service or by email, thereby producing all the legal effects.  

24.  ASSIGNMENT OF RIGHTS - The Supplier may not assign or transmit, either totally or partially, the rights and obligations stipulated in the Purchase Order without the express authorization of Zürich. Notwithstanding the foregoing, in the event of assignment or subcontracting, the Supplier shall be the sole party responsible to Zürich for the performance of the obligations set forth in this Purchase Order.

25. JURISDICTION - In the event of disputes over the interpretation and performance of this Purchase Order, the Parties shall be expressly subject to the laws and courts of Mexico City, thereby waiving any other jurisdiction to which they may be entitled based on their present or future domiciles or for any other reason.

26. CONFLICTS OF INTEREST - The Supplier declares and recognizes that there are no conflicts of interest whatsoever on its part or on the part of its personnel that prevent it from entering into the Contract and/or complying with the obligations assumed therein. Therefore, during the term of the Contract, the Supplier shall refrain from becoming involved in situations that may cause said conflicts.   A Conflict of Interest is deemed to exist when the spouse, collateral blood relatives to the fourth degree and relatives related by marriage to the second degree of the personnel, employees, directors, officials or stockholders of the Supplier are involved and there is any type of business relationship, friendship or in general any situation that may lead the Supplier to act in a partial or different manner than in other situations.   To prevent the Supplier from incurring in a Conflict of Interest, said party shall be obliged not to represent in any manner whatsoever competitors with interests contrary to those of the Institution. The Supplier shall be required to inform Zürich immediately in writing should it discover that it or any member of its personnel is in any situation that may represent a Conflict of Interest for the Supplier.

27.  ANTI-TRUST PRACTICES -  The Parties recognize that at the date of signing of this contract, none of the activities prohibited by the Federal Economic Competition Law have been performed in connection with the use of absolute or relative anti-trust practices related to price setting or conditions that imply barriers to free concurrence and economic competition, the displacement of competitors or other economic agents or the establishment of a substantial joint power between the parties.   The Supplier, is agents, employees, officials, directors, stockholders, partners, affiliates and subsidiaries that act on behalf of the Institution (hereinafter referred to as the "Representatives"), and subcontractors, if applicable, must refrain from performing any of the aforementioned prohibited activities.   Therefore, the Supplier shall be obliged to inform Zürich immediately of any activity that in the performance of the purpose of this contract, may be perceived as prohibited by the Federal Economic Competition Law.   The Supplier accepts that in the event of any breach of the aforementioned provisions, by said party, its Representatives or subcontractors, if applicable, the Institution may terminate this Purchase Order and its accessory documents in advance, in accordance with the provisions set forth herein, with immediate effect and without any liability whatsoever.

28. COMPLIANCE WITH ZÜRICH'S ANTI-CORRUPTION RULES -  The Supplier, its agents, employees, officials, directors, stockholders, partners, affiliates and subsidiaries acting on behalf of any of these, and subcontractors, if applicable, shall not, either directly or indirectly through any third-party intermediary, in relation with this Purchase Order and the businesses that arise therefrom, make any payment, promise of payment, or authorize the payment of money or any valuable to any Government official or any other person or entity with the purpose of inducing said official to use their influence or position within the government or institution to affect or influence any act or decision of said government or institution for the purpose of assisting any of the Parties to obtain, retain or direct business. In addition, the Supplier, at Zürich’s request, shall provide a certification of its due compliance with this obligation.Zürich may also request that the Supplier obtain and provide said certifications from its Representative and subcontractors for the same purpose. The term "Government Official" includes but is not limited to: any Municipal, State or Federal Government civil servant, members of any Ministry of State (including but not limited to independent advisors of the Mexican Social Security Institute Technical Committee), semi-state companies, political parties, government organizations and any candidate for public office. A civil servant is any person who holds an employment, office or commission of any kind in the Municipal, State or Federal Public Administration and in the respective legislative and judicial bodies. The Supplier accepts that in the event of any breach of the aforementioned provisions, by said party, its representatives or subcontractors, if applicable, Zürich may terminate the business relationship with the Supplier in advance with immediate effect and without any liability whatsoever.

29. The terms of all other contracts or agreements, if any, signed by and between the Zürich and the Supplier, must be observed together with these terms and conditions.