These Terms and Conditions Applicable to the Acquisition of Items Requested by Client as defined in the Agreement, will be applicable to any acquisition of items requested by Client over which Client already accepted the Quote of Stock in Location and/or the Quote of Import, with which it will be considered that the Parties have celebrated an agreement in force to that date. No document issued by MT2005 or the Client after receiving the acceptance of the Quote of Stock in Location and/or the Quote of Import , may be construed as a counter offer or in any way modify these Terms and Conditions Applicable to the Acquisition of Items Requested by Client.
The supply of items requested by the Client will be subject in all to these Terms and Conditions Applicable to the Acquisition of Items Requested by Client. Therefore, it will be considered that the Client has read and understood all the Terms and Conditions Applicable to the Acquisition of Items Requested by Client and is responsible for the analysis of the inherent risks and uncertainties and the possible difficulties that may arise from the delivery of the items, both under the modality of stock in location and/or import. On the other hand, MT2005 undertakes to request and verify all documents or technical information necessary for the fulfillment of its obligations arising from an acquisition of items requested by Client. No amendment or unilateral modification of the Agreement (if any) or these Terms and Conditions Applicable to the Acquisition of Items Requested by Client will be binding to the Client without the prior written approval of MT2005.
The responsibility of each Party related to the delivery of the items will derive from the delivery modality agreed in the respective Quote of Stock in Location and/or the Quote of Import (according to the international commercial terms- INCOTERMS-).
2. Execution
Timely Execution. MT2005 must deliver the required items according to the deadlines and delivery dates established in the respective Quote of Stock in Location and/or the Quote of Import . MT2005 must notify the Client of any event that may adversely affect the expected deadlines and the delivery dates of the items.
Performance Standards. Both MT2005 and the Client must comply with all their obligations under the Agreement in strict accordance with the Terms and Conditions Applicable to the Acquisition of Items Requested by Client, in a professional and commercially diligent manner, in accordance with generally accepted industry and professional standards and with the procedures and practices for reasonable satisfaction of the Client. MT2005 accepts that the items that it provides to the Client will be suitable for the purpose and use for which they are intended and that they will comply with all laws, statutes, ordinances, codes, standards, regulations, orders, decrees or other governmental, administrative or judicial pronouncements, and will comply with the requested specifications, expressed and accepted by the Client in the respective Quote of Stock in Location and/or the Quote of Import , and must be free of any defect, being able to be used under normal conditions of use.
Delivery. MT2005 will deliver the required items at the location agreed between the Parties in the respective Quote of Stock in Location and/or the Quote of Import according to the international commercial terms (INCOTERMS) also agreed upon in any of these documents, accordingly.
Acceptance. If all or part of the required items do not comply with the specifications of the respective Quote of Stock in Location and/or the Quote of Import or are defective in any way, in accordance with the policies of international suppliers of MT2005 (including those issued by Hewlett-Packard), the Client may refuse to accept the non-conforming, or accept them subject to reservation. The simple act of receiving the required items cannot be considered as an acceptance. Acceptance of the required items will be completed only after a complete verification by the Client, which, in any case, must be made within five (5) business days following the receipt of the items. After this time, acceptance will be understood as final and in full. If the Client refuses to accept the defective or non-conforming items, duly stating the defects or their reservations, MT2005, at the Client's choice, must make the repair or replacement of the items that do not meet the agreed requirements, as promptly as possible, without cost to the Client. However, the Client reserves the right to reject all or part of the items with respect to latent defects according to the applicable legal provisions.
Monitoring. MT2005 is the only responsible of monitoring and management of its agents, designated individuals, employees and outsource involving the delivery of the items for the Client. The agents, employees of a Party and outsource will remain under the exclusive control, authority and management of that same Party throughout the execution of the Agreement and these Terms and Conditions applicable to the Acquisition of Items Requested by Client. No employee or agent contracted by one Party will be, nor will be considered, an employee or agent of the other Party, and they will not have right to the benefits that the other Party offers their own employees.
Outsource. Unless the contrary is agreed upon in the respective Quote of Stock in Location and/or Quote of Import, MT2005 can outsource all or part of its obligations under the respective Quote of Stock in Location and/or Quote of Import . In spite of the designation of an authorized outsource, MT2005 will be fully responsible of supply of the items, and such designation will not be able to diminish or affect in any way MT2005’s obligations according to the Agreement and the respective Quote of Stock in Location and/or Quote of Import.
Compliance with Law. MT2005 shall comply, and will have its authorized outsource comply, with all applicable laws, and shall hold all the professional licenses, permits, certificates and records necessary for the supply of the items, these include those specific to anticorruption, the parties must comply with the anticorruption laws applicable in Venezuela and the United States of America. In this respect, the Client agrees to comply and register in any registry, control or monitoring program that MT2005 determines in order to avoid anticorruption risks before Venezuela and the United States of America. In the event that the Client represents a threat or will trigger a threat for MT2005 in anticorruption policies in the United States of America or Venezuela, the Client agrees to completely indemnify MT2005 in such situation.
Registry. MT2005 shall maintain complete and accurate records of all business related to the items to evidence the performance of its obligations under the Agreement, the respective Quote of Stock in Location and/or Quote of Import or these Terms and Conditions Applicable to the Acquisition of Items Requested by Client, included but not limited to, the billing, payment of outsource, receipts related to reimbursable expenses and compliance with applicable laws.
3. Representations and Warranties, Indemnities and Insurance
MT2005 represents and guarantees that: (A) it has (i) the technical capacity, resources and the means to guarantee the delivery of the items according to the corresponding Quote of Stock in Location and/or Quote of Import and these Terms and Conditions Applicable to the Acquisition of Items Requested by Client; (ii) the financial and human resource capacity for the execution of the Agreement and these Terms and Conditions Applicable to the Acquisition of Items Requested by Client with no attributable risk of interruption or delay to MT2005; and (iii) all licenses, registrations, rights and permissions necessary to supply the items; (B) the execution, delivery and performance of an Agreement or these Terms and Conditions Applicable to the Acquisition of Items Requested by Client will not imply the breach of agreements, instruments or understandings in which MT2005 is a party, or which are applicable to it, and there is no action, sue or proceeding before any court or governmental authority, of which MT2005 is aware of, that threatens or may materially affect MT2005's performance under the Agreement or the applicability of this article; (C) any item will be introduced into the relevant commercial circuit in accordance with all applicable laws.
MT2005 shall indemnify, defend and exempt the Client from liability to the maximum extent permitted by applicable law, from any suit, cause, claim and contingency, including damages, fines, interest, penalties and legal costs, that may be suffered, incurred and paid for by the Client, as a result or in connection with any act, omission, inability, negligence, default or error attributable to MT2005, its employees, outsource or its outsource´ s employees, in the execution of an Agreement.
4. Financial Conditions
Price. The agreed upon price shall be the one established in the Quote of Stock in Location and/or Quote of Import (“Price”). Said price shall include any applicable tax (except value added tax, which will be added to the same Quote of Stock in Location and/or Quote of Import that is applicable). Unless the contrary is agreed upon by the Parties, the Price will include everything necessary for MT2005 to proceed with the perfect execution of the Agreement and these Terms and Conditions Applicable to the Acquisition of Items Requested by Client, including all expenses, costs and disbursements that need to be made.
Billing. The price will be invoiced before the execution of a Quote of Stock in Location and/or the Quote of Import to the satisfaction of the Client, but after the invoice has been issued for the corresponding operation MT2005 must issue said invoice to the Client in accordance with all applicable Laws. The billing currency and the place of payment shall be indicated in each Quote of Stock in Location and/or the Quote of Import as set forth in the following clause.
Payment. The payment of the Price will be made according to the conditions established in each Quote of Stock in Location and/or the Quote of Import that is applicable, being applicable in any case as a general regime, that the Price must be established and paid in Dollars of the United States of America, accredited to MT2005´s bank account that is specified in the corresponding Quote of Stock in Location and/or the Quote of Import that may be applicable. In the event that the Price is to be paid in a currency other than dollars of the United States of America, the Parties will agree on the payment method and its applicable exchange rate in the corresponding Quote of Stock in Location and/or the Quote of Import. Said applicable exchange rate will preferably be the official rate applicable to the exchange between the United States dollar and the currency agreed on the day of the effective payment of the Price by the Client to MT2005. In case of partial executions of the Agreement or these Terms and Conditions Applicable to the Acquisition of Items Requested by Client, and without prejudice to any rights that the Client may have, the Price will be paid pro rata of the items that have been effectively delivered in accordance with these Terms and Conditions Applicable to the Acquisition of Items Requested by Client and the Quote of Stock in Location and/or the Quote of Import that is applicable. The payment of a correct and accepted invoice will be in accordance with the terms and conditions indicated in the Quote of Stock in Location and/or the Quote of Import. In the event that the Quote of Stock in Location and/or the Quote of Import do not indicate the payment method, the Client must pay the entire invoice at the time of delivery of the items. The default interest will apply in full force upon the delay in the payment of the Price by the Client at the interest rate that is customary in Venezuela.
Taxes. In the event that payments made by the Client in accordance with an Agreement or these Terms and Conditions Applicable to the Acquisition of Items Requested by Client are subject to tax withholding under the Laws or regulations of any jurisdiction, the Client shall deduct and withhold the amount of said taxes on behalf of MT2005 to the extent required by the applicable Laws; and said amounts will be deducted from the amounts effectively paid to MT2005. The Client must pay the amounts of said taxes to the competent government authority in a timely manner and provide MT2005 with the corresponding certificate or other evidence of this type, together with proof of payment of the amounts deducted and withheld that allow MT2005 use said withholding or tax deduction. Any such tax withholdings required by the laws that are paid or withheld will be on account and will be exclusively borne by MT2005.
5. General Terms
These Terms and Conditions Applicable to the Acquisition of Items Requested by Client are understood as reproduced in full all the provisions of the Agreement. Especially, it is understood that all the terms defined in the Agreement and the clauses of Confidentiality, Applicable Law, Cancellation or Deletion of Service Components, Dispute Resolution, Force Majeure, Assignments, Partial Invalidity and Notifications are duly reproduced in this document and fully applicable.
