Terms & Conditions

General Terms and Conditions of Sale

1. Entire Agreement

The Seller's acceptance of the Buyer's order is expressly conditioned upon the Buyer’s agreement and acceptance of the terms and conditions contained herein. These terms, along with any special conditions stipulated by the Seller on the front page of this document, constitute the final and complete agreement between the parties. This agreement may not be altered except through an express written amendment duly authorized by the Seller and signed by both parties. The Seller shall not be bound by any terms or conditions contained in the Buyer's forms that modify the Seller's forms in any way. The Seller's lack of or non-objection to stipulations contained in the Buyer's forms shall not be considered an acceptance by the Seller nor a waiver of these terms and conditions. The Seller's terms and conditions included herein or stipulated in any of the Seller's forms or packaging materials shall govern and prevail, regardless of whether the Buyer's purchase order or other forms preceded or followed this document.

2. Credit Approval, Information, and Acceptance

All orders are subject to the approval of the Buyer's creditworthiness and acceptance by the Seller. As a condition of sale, the Buyer grants the Seller the right to investigate the Buyer's credit history, exchange credit information with third parties, and report to third parties regarding the accounts and the existing relationship between the Buyer and the Seller. The Seller is released from any liability that may derive from the foregoing.

3. Price Increases

Any price quoted or charged to the Buyer is based on reasonable and normal production schedules, deliveries, and standard shipping periods. These quotes shall be valid for 15 (fifteen) calendar days from the date of the quotation or the acknowledgment of receipt of the order, whichever occurs first, and are subject to termination via notice within said period. In the case of a blanket order, or if the Buyer requests accelerated, staggered, or deferred production or delivery dates, or non-standard shipping periods, the Seller reserves the right to increase the price to offset additional production, transportation, or other expenses, which the Buyer agrees to pay upon receipt of the corresponding invoice.

4. Terms of Payment

All invoices are payable in full prior to the shipment of the merchandise.

5. Taxes and Additional Expenses Borne by the Buyer

In addition to the purchase price, the Buyer shall be responsible for paying all applicable taxes generated, including the 16% VAT.

6. Freight, Choice of Carrier, and Risk of Loss

All shipments are made under the EXHIBA.MX modality from the Seller's warehouse located in Guadalajara, Jalisco, Mexico. EXHIBA.MX exclusively determines the most suitable transportation line, courier, or route for shipping the merchandise. Pickups by external couriers or couriers unrelated to those selected by the Seller will not be accepted. The Buyer assumes all risk of loss, shortage, delay, or damage to the goods in transit once they have been delivered to the carrier selected by EXHIBA.MX. The Buyer shall be responsible for applicable freight charges according to the current rates published on the website at the time of purchase.

7. Delivery

The Buyer must provide any special delivery instructions prior to the acceptance of the quoted price so that the Seller has the opportunity to readjust the price. The Buyer will be responsible for any expenses resulting from a variation in delivery instructions. The Buyer must have appropriate means for the immediate receipt of the goods at the time of delivery. Shipping and delivery dates indicated in quotes and order acknowledgments are estimated dates and are not guaranteed unless expressly specified. The Seller shall not be held liable for failure to fulfill any order or delivery of goods, nor for delays in delivery resulting from any cause beyond the Seller's control.

7.1 Shipping Types - Exclusive to Online Store (WWW.EXHIBA.MX)

Shipping costs will apply according to the order type, weight, and current conditions. EXHIBA.MX reserves the unilateral right to modify, update, increase, or suspend shipping rates, free shipping thresholds, or shipping methods at any time without prior notice. These modifications will take effect immediately on the platform and will apply only to new orders. In all cases, the shipping costs and conditions established herein shall prevail over any general promotion.

8. Installment Deliveries

The Seller reserves the right to make partial deliveries. All partial deliveries will be invoiced separately and must be paid for at the time of manufacture, regardless of subsequent partial deliveries. A delay in the delivery of any installment shall not relieve the Buyer of their obligation to pay for previous and remaining installments. The Seller reserves the right to refuse subsequent deliveries if the Buyer has not paid for any partial delivery by its due date.

9. Non-Cancellation

The Buyer may not cancel this order without the Seller's authorization. In the event that the Seller authorizes a cancellation, the Buyer shall be responsible for the payment of the following items:

A charge equivalent to 25% (twenty-five percent) of the value of the canceled order.
The costs of all materials ordered by the Seller to complete the Buyer's order.
Any other fair and reasonable production costs under the concept of liquidated damages.

The Buyer shall make the payment to the Seller upon receipt of the corresponding invoice.

10. Service Charges, Expenses, and Fees

A service charge of 24% (twenty-four percent) per annum will be applied to all invoices not settled within 30 (thirty) calendar days following the invoice date. In any jurisdiction where a service charge of 18% (eighteen percent) is considered usury, the amount of the service charge shall be reduced to the maximum allowable rate in such jurisdiction. In the event that the Seller is forced to require the services of legal counsel to enforce its rights against the Buyer, the Buyer agrees to pay all costs and expenses—including, but not limited to, court costs and attorney's fees—amounting to an equivalent of 25% (twenty-five percent) of the total outstanding amount.

11. Variations in Delivered Quantity

The Seller reserves the right to deliver and invoice the Buyer up to 10% over or under the exact quantity ordered, and all documents shall be modified to reflect such change without the need for additional documentation. The Seller shall have the right to vary the routes of the shipped goods, except when specific routes are expressly designated in this contract.

12. Right of Substitution

The Seller reserves the right to substitute the quality and specifications of the materials of the goods with materials equivalent or superior to those of the goods ordered.

13. Buyer's Warranties and Assumption of Risk

The Buyer warrants to the Seller that it is acquiring the goods for industrial or commercial use, or for commercial resale, and not for personal use or consumption. Furthermore, the Buyer warrants that it is familiar with the type of merchandise sold by the Seller and that, based exclusively on its own knowledge, it has requested the acquired goods and determined that such goods are suitable for its intended purposes. The Buyer hereby assumes all liability and risk for any loss, damage, or injury in the event that the acquired goods do not meet the Buyer's intended uses.

14. Exclusion of Warranties

There are no warranties extending beyond the description on the face of this document, and the Seller expressly and specifically disclaims and excludes any other representation, affirmation, or warranty, whether oral or written, statutory, common law, or contractual, express or implied, including, but not limited to, any warranty of merchantability, fitness for use, fitness for a specific purpose, or quality. Under no circumstances shall the Seller be liable after the expiration of a period of 12 (twelve) months from the initial delivery date of the goods.

15. No Liability for Damages

The Seller shall not be liable for compensatory, indirect, consequential, general, special, exemplary, or punitive damages; losses, costs, expenses, or attorney's fees; additional manufacturing expenses; the cost of insurance coverage; loss of profits or goodwill; costs and expenses incurred by the Buyer in defending any claim; or damages resulting from the transportation, receipt, inspection, custody, acquisition, sale, resale, or handling of the Seller's products for any reason.

16. Special Orders

In the event that any of the goods are manufactured and/or sold by the Seller to meet the Buyer's particular specifications or requirements, and do not form part of the Seller's standard product line in the regular course of business, the Buyer shall defend, protect, indemnify, and hold the Seller harmless against all legal lawsuits, damages, claims, or demands brought against the Seller arising from any actual or alleged infringement of any patent in Mexico or any other country due to the manufacture and/or sale of the material covered under such specifications.

17. Buyer's Duty to Inspect and Limitation of Seller's Liability

The Buyer must carefully and thoroughly examine the goods upon receipt and prior to using, installing, assembling, or reselling them.

For claims involving products damaged during transit, missing parts, or visible fulfillment errors, the Buyer must notify EXHIBA.MX in writing within the first 24 (twenty-four) hours following delivery.

In the case of hidden manufacturing defects, the Buyer shall have a maximum, non-extendable period of 7 (seven) calendar days from the delivery date to submit a claim, applicable to both standard product lines and custom fabrications. Failure to provide written notice within said period shall constitute unconditional acceptance of the goods and a waiver of any subsequent claim.

EXHIBA.MX reserves the right to inspect the goods subject to the claim and to require their prior return before assuming any liability. The liability of EXHIBA.MX to the Buyer shall be expressly limited, at the Seller's sole discretion, to repairing the defective product, replacing it, or refunding the original price paid for such goods, under no circumstances exceeding said amount.

18. Buyer's Default

In addition to all other rights reserved for the Seller under these terms and conditions of sale, if the Buyer becomes insolvent, or if any petition for insolvency is filed by or against the Buyer, or if the Buyer files a petition for assignment for the benefit of its creditors, or if a receiver, fiscal agent, or other official officer is appointed to take charge of the Buyer's affairs, or if the Buyer makes fraudulent transfers or preferential payments, or if the Buyer refuses to accept goods or otherwise defaults on its obligations to the Seller or repudiates any contract with the Seller, or if the Seller, at its sole discretion, doubts and considers that the Buyer's financial condition has been impaired or does not justify the continuation of production or shipment under the terms agreed herein, the Seller reserves the right to cancel the order or refuse to continue production and/or delivery until full payment is received in advance or a satisfactory guarantee and assurance of payment at maturity is provided.

In the event of a failure to pay for any delivery made, whether partial or otherwise, the Seller may suspend future deliveries until full payment is received, or may terminate the contract without the need for a prior court order. Notwithstanding and without prejudice to the Seller's actions, the Buyer shall be liable for all costs and expenses incurred by the Seller arising from the Buyer's default, including all cancellation charges, court costs, and attorney's fees.

19. No Waiver of Rights

The Seller's failure to exercise or enforce any right to which it may be entitled under this contract or by law shall not constitute a waiver of the Seller's rights.

20. No Assignment by the Buyer

The Buyer shall not have the right to assign or transfer in any manner this contract or any right or obligation derived therefrom, except for assignments carried out with the prior written consent of the Seller.

21. Correction of Errors

The Seller shall have the right to correct any manifest clerical or typographical errors contained in this document or in any documents related to the transaction between the parties.

22. Governing Law and Jurisdiction

In the event of any legal proceeding regarding any matter concerning this Contract, the contracting parties irrevocably agree that such matter shall be tried or decided by the competent courts of Guadalajara, Jalisco, Mexico. Furthermore, the contracting parties irrevocably submit, generally and unconditionally, to the jurisdiction of any of said courts in relation to such matters and expressly waive any other jurisdiction to which they may be entitled by virtue of their present or future domiciles or for any other reason.

The invalidity, illegality, or unenforceability of one or more provisions of this Contract shall in no way affect the validity and enforceability of the remaining provisions herein. In any lawsuit, action, or proceeding between the parties relating to this contract, the Seller shall be entitled to the reimbursement of all legal fees, expenses, and costs.

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