1.- General stipulation.
1.1 These General Conditions of Sale (“CGV”) will govern the commercial sale and purchase contracts of the products that are entered into between GRUPO WAGGILY SA de CV (“Grupo Waggily”) and a natural or legal person buyer acting within the framework of their business or professional activity (“Buyer”). The establishment of conditions and commercial agreements other than those present will not be applicable, since it will require, in any case, an express and written agreement between the Buyer and the Waggily Group.
1.2 The Buyer acknowledges that the GTCS have been validly made available to them by the Waggily Group prior to the formalization of the commercial sale contract and by "Contract" shall be understood the purchase order and/or order extended by the client that materializes the sale. of Products by Grupo Waggily. The formulation of an order to Grupo Waggily supposes the full and unreserved acceptance by the Buyer, and the validity, of each and every one of the terms of these CGV, which will be considered automatically and validly incorporated into the contract of commercial sale, of which they will form an inseparable part, without the need for their written transcription therein.
2.1 Clients may place their orders by telephone, email or through the sales representatives of Grupo Waggily (“Seller”), following the Sales procedure established by Grupo Waggily.
2.2 For an order to be considered firm, it must be expressly accepted by the Waggily Group by sending the corresponding order confirmation and it will be sent to the email address of the indicated Buyer or by the means determined by the Waggily Group in each case, both parties being bound from that moment. Likewise, the receipt of the shipment of the Products will be considered as tacit acceptance of an order.
2.3 Waggily Group reserves the right not to accept orders below the amount and volume agreed with the client.
2.4 Once the order is accepted and confirmed by the Waggily Group, it will be irrevocable and the sale and purchase agreement will be closed. Given the commercial nature of the sale that is regulated in these CGV, the Buyer expressly waives the right to terminate the contract. Any modification that the Buyer wishes to make to an order already accepted by the Waggily Group must be requested in writing, stating the justification for it. Waggily Group will have the discretionary power to approve or reject said modification.
2.5 If the Products ordered under the Contract have not yet been delivered or paid for, the Contract will automatically terminate with immediate effect if the Buyer is declared bankrupt, is in receivership proceedings, appoints a custodian or a trustee, or requests other protection measures against its creditors under applicable law.
3.1 The Delivery of the orders will be made, to the extent possible, on the agreed dates. The delivery dates indicated by the Waggily Group will always be estimates, without prejudice to the fact that the Waggily Group uses its best efforts to ensure that the Products are shipped and received on the dates requested by the Buyer. The agreed delivery times are not binding. In case of delay in delivery, the Buyer must notify the Seller in writing and offer a reasonable period of time for it to comply with the agreement.
3.2 Unless otherwise agreed in writing, deliveries are made EXW Ex works Place of loading, according to Incoterms ® 2010
3.3 The delivery of the goods is subject to the effective supply availability of the Waggily Group. As long as there is availability of merchandise, Grupo Waggily will supply them within the term that has been agreed in the contract or order confirmed with the buyer. In the event of changes in delivery times, the Waggily Group will inform the Buyer of the new estimated delivery date.
3.4 The delivery of the products or merchandise may be suspended or canceled by the Waggily Group, through no fault of its own, until it receives payment for said products from the Buyer or if the Buyer has defaulted on its payment dates according to the line of credit. you have with Grupo Waggily.
3.5 The requested merchandise will be presumed received by the Buyer when the delivery of the same is accredited at the destination places indicated in each order. Any delay in the delivery of the goods will be communicated by the Buyer to the Waggily Group as soon as possible.
3.6 Title to the sold merchandise will pass to the Buyer upon delivery of the merchandise at the agreed place of delivery.
4.- Transport and Reception of Goods.
4.1 The goods will be transported at the expense and risk of the Waggily Group. The risk is assumed by the Waggily Group until the goods are made available to the Buyer. From that moment, the risk passes to the Buyer.
4.2 Waggily Group assumes the costs of transporting the merchandise, as long as the order adheres to the provisions of clause 2.3.
4.3 The products are carefully examined before packing and delivered by Waggily Group to the carrier. The faults or breakages suffered by the merchandise during its transport are the responsibility of the carrier, and the Buyer must notify the Waggily Group of any failure, as soon as possible, in writing, in accordance with the provisions of this document, to the Waggily Group, before proceed to receive the order or admit it with reservations.
4.4 In any case, it will be considered, for all purposes, that the goods have been received and accepted by the Buyer if the latter begins to use them.
5.- Products out of specifications
5.1 Waggily Group takes care that the products delivered to its customers and buyers are consistent with the specifications and qualities that appear on the product label.
5.2 The Buyer is responsible for examining the products upon receipt. The Buyer must communicate any failure or complaint within the times indicated below, so that, if true and appropriate, the Waggily Group can take the appropriate measures.
5.3. For any failure or complaint regarding product characteristics that can be observed or detected by the senses (ie damaged packaging, missing weight, damaged product, etc.), the Buyer will have one calendar day to communicate in writing or by email to Waggily Group any claim.
5.4 For any failure or complaint regarding physicochemical, microbiological characteristics or incidents of physical hazards of the products, the Buyer will have 7 calendar days to notify Grupo Waggily in writing or by email of any claim, and laboratory analysis must accompany the claim. correspondent.
5.5 In the event that the Buyer does not notify the Waggily Group of any complaint or claim at the time of receipt of the goods or in writing within the periods indicated in points 5.3 and 5.4, it will be understood that the goods have been received and accepted at accordance.
5.6 Once the Waggily Group has verified the existence and attribution to it of the defect communicated by the Buyer, the Waggily Group will proceed, at its option, to replace or repair the goods or, if this is not possible or causes inconvenience beyond reason to the Buyer, it will offer the latter the possibility of choosing between terminating the contract with full return of the product or reducing the price based on the defective merchandise. This form of remediation will be the Buyer's only remedy in the event of a lack of conformity of the goods, for which reason any other actions and rights of the Buyer against the Waggily Group are expressly excluded for this reason.
5.7 Under no circumstances will Grupo Waggily be liable for damages caused to the merchandise itself, to other goods or to people as a result of incorrect or inappropriate use, use or application, storage and/or transport of its products (since, as a manufacturer, it is not has the capacity to control such actions), of the modifications or alterations made to the products by the Buyer or of unforeseeable circumstances or Force Majeure or any other circumstances beyond the control of the Waggily Group.
6.- Terms applicable to the use and destination of the Products.
6.1 The label placed on the packaging includes the instructions for use and restrictions on the use of the Products, which the Buyer and subsequent buyers must observe. By using the Products, the Buyer or successive buyers confirm their commitment(s) to observe them. The intellectual property of the Product and its packaging are the property of the Waggily Group or its subsidiaries and are protected by industrial and intellectual property rights.
7.- Prices and payment conditions.
7.1 The prices applied will be those in force at the time of purchase, according to the rate established by the Waggily Group and/or agreed by both parties in an annual contract or purchase orders. The Seller reserves the right to periodically modify its prices without prior notice.
7.2 Payments to Grupo Waggily will be made within the agreed delivery term of Grupo Waggily and the client.
7.3 All payments will be made by bank transfer, and the first time the Buyer contracts with Grupo Waggily, the bank details must be provided to the Buyer and they must sign a generic authorization for bank direct debit in favor of Grupo Waggily. Each time the Buyer requests a new order from Grupo Waggily, and this is accepted by Grupo Waggily, the Buyer expressly authorizes Grupo Waggily to present the invoice for that specific order for payment so that the amount can be paid to the bank account that has been provided by Grupo Waggily and for the exact amount that appears in the order confirmation you receive from Grupo Waggily.
7.4 The expiration date is understood to be the date established in the Contract or the one indicated according to the Buyer's Credit line for such purposes. Late payments by the Buyer will oblige the latter to pay Grupo Waggily, without any requirement and from the payment due date, the interest for arrears on daily unpaid balances at a rate of 1.5% per month. These interests will accrue from the date on which the breach originates until the date of payment. Default interest will be calculated on the basis of days actually elapsed and a year of 365 (three hundred and sixty-five) days. Likewise, the Buyer must assume the financial expenses, expenses for lawyers and banking that the delay produces or are necessary to obtain the due payment, whether they are made by judicial or extrajudicial means. The payment of these interests will not release the Buyer from the obligation to make the rest of the payments under the agreed conditions.
7.5 In the event of non-compliance with the payment obligations contracted by the Buyer against the Waggily Group, the Waggily Group has the right to terminate the sale contract, in whole or in part, with the compensation of damages and the collection of default interest until the date of cash payment.
8.- Reservation of title
8.1 The Seller reserves ownership of the Products that it has delivered or of the Products derived from them until the Buyer has fully satisfied all its obligations towards the Seller derived from these General Conditions of Sale and related to the delivery of the Products.
8.2 The Products delivered by the Seller and subject to reservation of title, will be stored or used in such a way as to guarantee the quality, as well as the identification of the Products as property of the Seller.
8.3 The Products delivered by the Seller and subject to retention of title, may be resold or used by the Buyer in the normal exercise of its activity. In case of resale, the Buyer must agree to a reservation of title of the Products with its Buyers.
8.4 The Buyer may not pledge the Products or otherwise encumber them.
9.1 The Waggily Group does not accept returns of orders already delivered, unless otherwise indicated in writing in the specific conditions agreed between the Waggily Group and the Client or in the cases indicated in clauses 5.3 and 5.4 provided that the claims have been notified in to the Waggily Group in a timely manner and appropriate, verifying the existence of the vices or defects and their attribution to the Waggily Group.
10.1 Waggily Group is not responsible for damages arising from the shortage of Products supplied. Any claim for damages made by the Buyer against the Waggily Group for breach of the contractual obligations of the Waggily Group is expressly excluded when there is no gross negligence or fraud. The contractual liability of the Waggily Group will be limited to the value of the purchase of the Products. Waggily Group will not be responsible in any way for indirect damages, without limitation, special, incidental or consequential damages or loss of profits.
10.2 The limitation of liability contained in this clause 10 shall prevail over any other contained in any other contractual document that is contradictory or inconsistent with it, unless such provision further limits the liability of the Waggily Group.
10.3 Buyer shall indemnify Waggily Group from any and all third party claims for damages caused by or related to any of the Products delivered by Waggily Group, including claims made against Waggily Group in its capacity as producer of the Products in accordance with any agreement regarding the responsibility for defective products, unless such damage is due to the willful or negligent conduct of the Waggily Group.
11.- Protection of personal data.
11.1 The Buyer is a legal entity or a natural person acting within the scope of a business or professional activity. Therefore, the identification and contact data that the Buyer, or their representatives, provide to the Waggily Group for the formalization and fulfillment of the commercial sale contract regulated by these terms and conditions are not considered personal data as provided by the Federal Law on Protection of Personal Data Held by Private Parties.
11.2 Notwithstanding the foregoing, in the event that such identification and contact data includes personal data (“Personal Data”), the Waggily Group Privacy Notice will apply, which can be consulted at the facilities Waggily Group or on the website: http://www.waggily.pet
12.- Use of brands, packaging and traceability.
12.1 All trademarks, service marks and logos and any intellectual property included in the Agreement, in any reference document or web page or on product packaging (the “Marks”) are trademarks of the WAGGILY GROUP or third parties that have licensed their registered trademarks in favor of GRUPO WAGGILY. Buyer shall refrain from reproducing, displaying or otherwise using any Marks without the prior written permission of Waggily Group. Unless otherwise agreed in writing, the Buyer is not authorized to use the Registered Trademarks, signs or other marks used by the Waggily Group, to differentiate its products from those of other businesses, unless it markets the Products in their original packaging where registered trademarks, signs, brands and other indications have been placed by Waggily Group. In the event of resale of the delivered Products, this provision shall apply equally to the Customer's Customer and to any other subsequent purchasers. Failure to comply with this provision will be considered a breach of the GTC and the buyer is obliged to pay damages.
12.2 Packaging. The Buyer will not modify or remove from the Product packaging the registered trademarks, corporate or commercial names, labels or industrial and intellectual property rights of any kind belonging to the Waggily Group, unless the Waggily Group has so consented in writing.
12.3 Traceability. The Buyer acknowledges in this act that any commercialization that it makes of a Product whose label, lot number or date of sale have been removed, erased or modified, represents a serious breach of these CGV and the Contract and the Buyer must indemnify Grupo Waggily for any damage or loss that it suffers due to said breach. Said breach may lead to the termination of the Contract at the sole discretion of the Waggily Group, without any type of compensation in favor of the Buyer. The Buyer will assume at his own expense and risk all legal, financial and judicial consequences that may arise.
13.- Violations of the Intellectual Property of the Waggily Group
13.1 If the Buyer finds an apocryphal product of the Products or detects a violation of the intellectual property of the Waggily Group, he must immediately notify the Waggily Group via certified mail and must make said product available to the Waggily Group.
13.2 The Buyer undertakes to cooperate fully in accordance with the instructions received by the Waggily Group, including in obtaining evidence, in the event that the Waggily Group is involved in legal proceedings related to its industrial property rights.
14.- Obligations of the buyer.
14.1 The Buyer undertakes to (i) hire exclusively duly trained and qualified personnel in the proper handling of the Products; (ii) observe at all times the safe use and disposal practices recommended by the Waggily Group or international organizations; (iii) use the Products only for their intended purposes; (iv) undertake that the use of the products will be national, unless otherwise agreed in writing with the Seller. The Buyer confirms that it will comply at all times with the local and international laws, sanctions and regulations in force.
14.2 The Buyer hereby acknowledges and accepts that the Products supplied by the Waggily Group may be subject to the laws, regulations, rules and licenses on trade sanctions, applicable in accordance with the regulatory system of the United Mexican States, including, by way of example, those established by the United Nations, the United States of America, the European Union and the Member States of the European Union ('punitive rules'). Buyer will comply with any sanctioning rules and agrees that Buyer is solely responsible for ensuring that they are followed. In particular, but not limited to, Buyer will not use, sell, resell, export, re-export, dispose of, or otherwise disclose or trade Products directly or indirectly with any country, destination, or person, and will endeavor to ensure that none of its affiliated companies do so. does, without first obtaining any necessary export license or government authorization, and will comply with the formalities required by the sanctioning Regulations. Buyer will not do anything to cause Waggily Group to breach these penalty rules and will protect, indemnify and hold Waggily Group harmless from any fines, losses and liabilities incurred by Seller as a result of Buyer's breach of this article.
14.3 Buyer will indemnify Grupo Waggily against all third party claims for compensation for damages arising (allegedly) or otherwise related to any product supplied by Seller, including claims that have been brought against Seller in its capacity as producer of the Products based on all regulations on liability derived from the product in any country, unless the damages have been caused by intent or gross negligence on the part of the Seller or its employees.
15.- Force Majeure.
15.1 The Waggily Group shall not be liable to Buyer in any way, nor shall it be deemed to be in breach of the Contract, for any delay in performance or failure to perform its obligations under the Contract, if such delay or failure is due to or arising out of a case of Act of God or Force Majeure. Act of God or Force Majeure shall mean any cause beyond the control of the Waggily Group or its contractor that cannot be foreseen or whose effects could not have been reasonably foreseen. These circumstances include without limitation that the total demand for Products that exceeds for any reason the total available stock of the Waggily Group through its normal distribution agreements, changes in weather conditions, extreme weather, natural disaster, the laws or regulations of any government, the wars or social unrest, destruction of production facilities or material due to fire, epidemics, lack of public services or public transportation, strikes in companies other than those of the Seller, unofficial or political strikes in the Seller's business, a general or partial shortage of necessary raw materials and other goods or services necessary to fulfill the agreed service, unforeseen delays in deliveries from sub-suppliers or other third parties on which the Seller depends, and general problems Of transport.
15.2 Waggily Group will inform the Buyer as soon as possible when a cause of force majeure prevents it from supplying the Product or cannot do so on time.
15.3 If this cause of force majeure continues for more than two (2) months, both parties have the right to cancel the contract. In this case, neither party shall pay any compensation to the other.
15.4 To the extent that, at the time of the occurrence of a force majeure situation, the Waggily Group has partially satisfied its obligations towards the Buyer or is going to satisfy them and the part satisfied or to be satisfied has an independent value, the Waggily Group may invoice it separately and the buyer must pay this part satisfied or to be satisfied.
16.1 The Buyer will keep in strict confidentiality all the information related to the Products, the "know-how" and the commercial secrets of the Waggily Group and its business, regardless of whether the source of said information was the Waggily Group, one of its subsidiaries. or a third party, or regardless of whether such information was found, developed or generated by Buyer itself. Specifically, and without limiting the foregoing, the billing figures and sales promotion measures will not be communicated to third parties.
17.1 In the event that any of these GTCS is declared null or void by any competent jurisdiction, the remaining parts or provisions will nevertheless remain in full force. In such a case, the Parties will make every effort to negotiate replacement provisions for those declared null or void in order to carry out the intention and purpose of the Contract and the GTCS.
18.- Legislation and competent jurisdiction.
18.1 The relations between the parties are governed by Mexican Law. The Buyer and the Waggily Group expressly and formally submit, for any matter arising from the fulfillment and execution of the commercial relationship, to the Courts and Tribunals of Guadalajara, Jalisco, Mexico, expressly waiving their own jurisdiction, if different.