Last Update: 2023-Dec-01.

Original Version: Spanish.

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PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND GRUPO 3P1 COLOMBIA

 

These Terms and Conditions govern all Sales of Products and Services offered by PANELESA™, a brand of GRUPO 3P1 COLOMBIA, which operates as an International Wholesale Marketer, Commercial Promoter and Integrator in its capacity as Commercial Agent with limited liability, hereinafter GRUPO 3P1, representing the Group Companies as Manufacturers , Builders , Assemblers , Installers , Mainly from the Industrial, Construction and Cold Chain Sectors, before the Client as Buyer. All Sales are subject and expressly conditioned to the Terms and Conditions contained in this document, and non-variation of these is mandatory, unless expressly authorized by GRUPO 3P1:

 

1) INTERPRETATION: The indicated provisions will be interpreted in the broadest and most reliable manner possible, limited only by the mandatory laws of the Republic of Colombia.

2) VALIDITY OF OFFER: The validity of all offer documents is five (5) calendar days from the date of issuance of the document. Due to the volatility of the Representative Market Rate (TRM), GRUPO 3P1 does not undertake to maintain prices after this period has elapsed and reserves the right to replace said document, updating the prices as it deems necessary.

3) PRICES AND ADJUSTMENTS: The prices indicated on the face of GRUPO 3P1's offer document only apply to Products scheduled for shipment, as detailed in the offer document and recognized by GRUPO 3P1. However, GRUPO 3P1 reserves the right to increase prices by notifying the Customer of shipments scheduled for deliveries greater than thirty (30) days from the date of the Customer's Purchase Order. Provided that the Products are not “Special” or “Custom Made”, the Customer will have five (5) days from the date of such notification to cancel their order without charge, with respect to any unscheduled Products for shipment before the effective date of the price increase. Commercial discounts are negotiable depending on the scope and magnitude of the project.

4) TAXES: In addition to the prices indicated, the Client must pay GRUPO 3P1 the amount of sales, use or other special taxes applied to the Sale of the Products, so that GRUPO 3P1 is responsible and pays these taxes when is required by Law, unless the Client previously and timely provides GRUPO 3P1 with the corresponding tax exemption certificate along with the purchase order. GRUPO 3P1 is not responsible for the omission of the details of taxes in the documents, changes, increases or new concepts applied by state entities or competent authorities, which are additional to the mentioned prices.

5) PURCHASE ORDERS: Regardless of whether the Client orders the Products or Services through written orders, telephone orders, verbal orders or electronic orders, the Terms and Conditions stipulated in this document govern. It is understood that the person who places the Order or issues the Purchase Order on behalf of the Client has the appropriate powers to represent the Client before GRUPO 3P1, and that, therefore, this Purchase Order binds the Client. The deadline for purchase orders is December 15 of the current year, otherwise, it will be necessary to update prices according to the consumer price index (CPI), inflation and representative market rates for the following year. All Orders and Official Communications that the Client makes to the Group Companies must be processed through authorized channels with a copy to the email panelsa@panelesa.com, if not done, the Commercial Advice will no longer be provided and the Client will lose automatically all guarantees, including previous Orders or Purchase Orders retroactively, and therefore, you must assume all risks at your own expense and assume the costs of repair or exchange of products that have not been processed through said channels. Hiding information on purchase orders, orders, addendums, others, service orders, etc., will allow GRUPO 3P1 to collect the respective commissions, plus default interest at the maximum rate authorized by the Law.

6) CIVIL WORKS: The offer documents, such as Quote or Estimated Work Budget, DO NOT implicitly contemplate Civil Works processes, including, but not limited to, demolitions, excavations, earthworks, foundations, fillings, footings, beams, pouring of floors, sumps, half-rounds, drains, hydrosanitary networks, connections, electrical networks, structures, masonry, painting, solid waste disposal, etc. GRUPO 3P1 is not responsible for the omission of said concepts in the offer and is not obliged to execute them unless they are clearly specified and valued on the face of the document. All work budgets are estimates and will be settled based on the actual quantities of work executed according to the rates or unit prices, which may vary within a reasonable margin depending on the actual work conditions.

7) ACCEPTANCE: With the receipt of an express acceptance by the Client, the physical, electronic or verbal Purchase Order issued by the Client, and the issuance by GRUPO 3P1 of a confirmation of the Order, a Purchase Contract will be deemed to have been entered into. Sale in accordance with the content of the Order or Purchase Order. The minimum order for products with special characteristics will be defined in each case by GROUP 3P1. The standard steel sheet is Almond Bank color Caliber 0.38mm ±0.03mm (C28 Anglo-Saxon System), PUR nominal density 38Kg/m³ ±2Kg/m³. The doors offered are nationally manufactured according to GROUP 3P1 standard, any different specification, such as imported doors according to European standard, is subject to inventory availability and could increase the price and delivery time by up to ninety (90) calendar days counted from starting from the Purchase Order being filed, the dimensions confirmed and the Advance Payment made. The installation service can be provided from 500m², as long as GRUPO 3P1 has the available workforce at the time, otherwise, a Colleague or Group Company will be recommended, or the Technical Installation Manual will be supplied and The necessary Accessories will be suggested for its correct installation. GRUPO 3P1 is not obliged to provide training or coaching. Acceptable tolerances in length ±20mm, in width ±10mm, in thickness ±5mm, in density ±3%, in paint tone between batches ±5%. At the time of approval, the client must send the updated Single Tax Registry (RUT), Chamber of Commerce and Legal Representative ID to the general reception email panelsa@panelesa.com for the generation of the Order and Electronic Invoicing from the respective /s company/s of the Business Group, according to how the Contract has been negotiated.

8) CONFLICT BETWEEN THE PURCHASE ORDER AND THE TERMS AND CONDITIONS: In the event of any discrepancy between the Purchase Order and the Terms and Conditions, these terms prevail, except when GRUPO 3P1 has expressly accepted and confirmed in writing the acceptance of these discrepant terms. GRUPO 3P1 will not accept terms and conditions contained in documents coming from the Client, such as Requests for Quotes, Request for Offer, Purchase Orders and similar documents that modify or make any change to the Terms and Conditions of GRUPO 3P1, and they will not have any validity. nor binding force for GRUPO 3P1, nor the Group Companies, nor their respective suppliers, which will act according to their scope and in accordance with their Company Name or “Core Business”. There will be no responsibility of GRUPO 3P1 for typographical or administrative errors made in appointments, orders or publications, which are subject to correction.

9) CHANGES OR MODIFICATIONS TO THE ORDER: As long as the manufacture of the Products has not begun and they are not "Special" or “Custom Made”, the Orders that arise below may be changed or modified by a written agreement signed by the Client and 3P1 GROUP, which establishes the particular changes that are made, and in such case, the changes in the price and delivery time.

10) CANCELLATION OF THE PURCHASE ORDER OR ORDER: The Client cannot cancel the Purchase Order unless the cancellation is expressly agreed in writing by GRUPO 3P1. In such case, GRUPO 3P1 will notify the Client of the total charges of such cancellation, and the Client agrees to pay such charges, including, but not limited to, storage and shipping costs, production costs of non-conventional materials, purchase costs of non-returnable materials, cancellation expenses charged to GRUPO 3P1 or the Group Companies by their respective suppliers, and any other cost resulting from the cancellation authorized by GRUPO 3P1 of said Purchase Order.

11) PAYMENT AND ADVANCE: Production and Delivery Times only begin to count once the dimensions and specifications are authorized by the Client, and the Advance Payment has been made and verified. The payment method for clients who have not completed an authorization to consult risk centers is Strict Cash. The Advance for simple supplies will be 50% and the remaining 50% must be paid prior to shipping or collecting the Products. For Construction Projects or Installation of the Products, the Default Payment will be: 50% Advance Payment, 40% of Work Progress and the remaining 10% against Satisfaction Delivery Certificate, once received by the Client, unless in The face of the document specifies the agreed payment terms and conditions. The Client must make payment as deliveries are made by GRUPO 3P1, except if a deposit of a Special Order is required, explicitly defined on the face of the Purchase Order. Payment of all amounts invoiced to the Client will be in Colombian currency (COP), unless the currency (USD, EUR, etc.) is indicated on the face of the document. In the event that the delivery is made in installments, the amortization annuities will be invoiced and paid separately when due by invoice without taking into account subsequent deliveries. In the case of construction projects, the Client must adhere to the agreed payment percentages, regardless of the trifles or details that remain pending. All budgets are estimates and will be settled according to actual work conditions. GRUPO 3P1 states that the Products are its property until they are duly paid for. In the case of Non-Payment or Default in Payment, GRUPO 3P1 reserves the full right, without prior notice or court orders, to remove the Products or goods from the client's facilities or work site with the intervention and support of the public force, until such Products are totally and duly cancelled.

12) INVOICING: By default, an Electronic Sales Invoice will be made from the respective Group Company in charge of providing the good or service, for each of the Client's Purchase Orders. Customer may request adjustments to the billing date, consolidation of multiple Purchase Orders into a single Sales Invoice, or bill items individually on separate Sales Invoices; To do so, you must do so in writing at least five (5) days before the first billing date between said Purchase Orders. Once the invoice has been printed, GRUPO 3P1 and the Group Companies reserve the right to generate an Accounting Note, cancel the Sales Invoice or correct it, as they consider necessary, without limiting or affecting the Client's payment commitments. In the case of Construction Projects, GRUPO 3P1 reserves the right to settle and invoice based on the actual quantities of work executed, deviating from the initial budget only within a reasonable margin. GRUPO 3P1 reserves the right to generate and use cost centers based on projects to track and trace shipments or referrals for control purposes. Reception documents that cannot be signed with legible handwriting due to the absence of an authorized official of the client in a project, or any other reason, will be signed and verified by the GRUPO 3P1 official in charge and subsequently verified in the settlement of the work. . GRUPO 3P1 does not assume any waste generated on site, whether due to the lack of precision of the plans or measurements provided by the Client, defects in the structure not manufactured by GRUPO 3P1, unforeseen changes or any other cause beyond the reasonable control of GRUPO 3P1. 3P1, and reserves the right to invoice such concepts with prior notification to the Client.

13) FINANCIAL RESPONSIBILITY: In the event that the Customer does not comply with the payment conditions for any shipment of Products, or if GRUPO 3P1 has a reasonable doubt at any time of the Customer's ability to pay for the Products ordered, GROUP 3P1 may elect, without liability, to (a) change payment terms or (b) further postpone production and shipments until Customer's satisfactory compliance with respect to financial capacity, and such change or postponement shall not affect any further claims for damages that GRUPO 3P1 may have against the Client. In the case of non-compliance with the obligations, the Client may be reported to the risk centers, interest will be generated for late payment at the maximum legal rate authorized and storage for products not removed in a timely manner.

14) SHIPPING: The offer documents do not implicitly include shipping prices, unless otherwise agreed in writing by the parties, the Customer is responsible for removing the products from the facilities of GRUPO 3P1 or the respective Group Companies , except if the transportation of the goods was agreed on the face of the document, in which case the method of packaging and shipping the Products will be at the discretion of GRUPO 3P1. Under no circumstances may the Client require GRUPO 3P1 to dispatch Products or execute Services during the rest periods established by law and in relation to the internal work regulations of GRUPO 3P1 and the Group Companies.

15) DELIVERY: If delivery time is not specified on the face of the document, this will be by default thirty (30) business days for Supply of Standard Products, sixty (60) business days for Supply and Installation of Standard Products, (90) business days for Construction Projects and “Special or Custom Manufacturing”, for every thousand (1,000m²) square meters of Sandwich Panel or equivalent, or for every one hundred thousand dollars (100,000 USD) in the sales value before taxes. GRUPO 3P1 reserves the right to make delivery in installments. Delay in delivery of any installment will not relieve the Customer of its obligation to accept the remaining deliveries. If a delivery is delayed as a result of any action or omission of the Client, GRUPO 3P1 may invoice the Client for the Products as of the scheduled delivery date and may charge the Client for storage or warehousing and other expenses incurred due to the delay. . GRUPO 3P1's obligation with respect to delivery ends upon the first transfer of the Products to the competent transport company at GRUPO 3P1's facilities. From then on, all risk of damage, unloading, loss or delay in transportation will be borne by the Client, unless the Installation is previously agreed upon, and in such case, GRUPO 3P1's responsibility ends at the Client's facilities or at the Installation or Work Site, as appropriate. Every Construction Project must conclude with a Delivery Record, which must be signed by the client once the Products and Services are received to their satisfaction. GRUPO 3P1 is not responsible for the costs of Loading and Unloading, nor additional charges incurred in transportation, which are generated due to negligence or omission of the Client, and reserves the right to invoice said concepts with a new Purchase Order and its respective Bill.

16) EXCUSABLE DELAY: 3P1 GROUP will not be responsible for any loss, damage or penalty as a result of any delay in delivery, factory failure, or subsequent malfunction due to any cause beyond the reasonable control of 3P1 GROUP, including, but not limited to without limitation, acts of the Client, embargo or other governmental acts, regulation or request that affects the exercise of the activity, fire, explosion, accident, theft, vandalism, riots, insurrection, sabotage, floods, labor difficulties, lightning, wind storms , or other natural disasters, unusually severe weather, accidents, epidemics, quarantine restrictions, acts of local, state or national governments or public agencies, labor disputes, shortages, energy or material shortages, utility failures, communication delays, threats, acts of terrorism, delays from a GRUPO 3P1 supplier, and any other cause of force majeure or beyond reasonable control without the fault or negligence of GRUPO 3P1. In the event of delay, the delivery date will be deferred for a period equal to the time lost due to the delay.

17) INSPECTION: Immediately upon receipt of the goods, the Customer must inspect the goods and notify GRUPO 3P1 in writing of any claim for deficiencies, defects or damage, and will take care of the goods according to GRUPO 3P1's instructions regarding its disposition. If the Client fails to notify GRUPO 3P1 on the day the goods have been received by the Client, said goods will be considered to comply with the terms and conditions thereof and will have been irrevocably accepted by the Client. If the Client submits a complaint or claim after this period, all the conditions and restrictions of the Guarantee Terms and Conditions apply.

18) WARRANTY: 3P1 GROUP only guarantees the Products sold to the Client through official means, making use of the guarantee granted by the manufacturer or contractor providing the corresponding service, to the extent specifically established in the Warranty Terms and Conditions, strictly in accordance with preventive maintenance, procedures and recommendations issued through any means by GRUPO 3P1 and the Group Companies, or implicitly contained in the user manual or instructions. All Products manufactured by the Group Companies have a limited warranty for manufacturing defects of a minimum of twelve (12) calendar months under Normal Conditions (Abnormal conditions include, but are not limited to: Coastal Areas less than 50 km from the sea. , highly saline environments, tundras, deserts, humidity lower than 50% or higher than 90%, cleaning areas with highly corrosive agents, areas with unusually severe winds, temperatures above 40°C, areas with a high level of toxicity or ionizing radiation ), with the exception of Cold Rooms, in which case it will depend on the preventive/predictive maintenance plan contracted with the Group Companies; If one of these plans is not contracted with a professional company or linked to a Maintenance Technician trained by ACAIRE, GRUPO 3P1 will not be able to guarantee the optimal operation and maximum energy efficiency of the equipment. In no case does the warranty include wear parts, electrical overloads, exposure to corrosive agents or saline environments, poor installation, negligent handling by the Customer or third parties. If the Products are not installed by GRUPO 3P1, it is not responsible for defects or damages of any kind caused during or after installation. If GRUPO 3P1 is not responsible for the manufacture and installation of the support structure, it is not responsible for any installation defects that may arise subsequently and may invoice the amounts it considers necessary for its correction, replacement, uninstallation, reinstallation. and coming. GRUPO 3P1 reserves the right to exhaustively review the Products declared defective, establish the time it considers appropriate to determine the causes of the damage and approve or deny the guarantee of the Products that it believes have been handled with negligence or exposed to extreme conditions, such as such as impacts, drops, electrical surges, humidity or any other cause beyond reasonable use. The trademark of the Products in the offer documents may vary depending on their availability and production capacity of the Group Companies, GRUPO 3P1 reserves the right to readjust the value and delivery time of said Products by notifying the Client in advance for their respective approval. It is completely normal and inevitable that small dents, bubbles, scratches or detachment of the coating, totally inconsequential for the operation of the products, may arise as a result of transportation, handling, movement of personnel, use of tools, placement of objects, abrupt changes in temperature and other adverse weather conditions; As long as they do not compromise the stability of the work or the functionality of the products, these do not constitute a valid argument for a Guarantee claim, nor to postpone Settlement or Billing, since these can be repaired, retouched or repainted on site, without this affecting their suitability. In the case of a valid warranty claim, this will be processed directly with the factory, company or contractor corresponding to manufacturing the product or providing the respective service, in any case following the guidelines and instructions of GRUPO 3P1.

19) RETURNS AND CLAIMS: To return the products, written authorization must be obtained from GRUPO 3P1 before returning them. After GRUPO 3P1's verification of the defect, it reserves the option to repair, replace or issue credit for its consideration, only for the Defective Product. GRUPO 3P1 will have the right, before the return, to inspect in the Customer's warehouse any Product claimed to be defective or non-compliant and process the corresponding warranty with the manufacturer or service provider. The risk of damage or loss to any Product returned to GRUPO 3P1 for adjustment will remain with the Customer until received by GRUPO 3P1. The shipping costs of the returned Products will be assumed by GRUPO 3P1 only for the Products repaired or replaced under the Guarantee within the national territory, otherwise, said charge will be borne by the Customer. Claims for missing materials, billing errors or non-receipt of transportation must be made in writing within three (3) business days following receipt of the Sales Invoice.

20) INSTALLATION OF THE PRODUCT: In the Contracts whose scope includes the Installation, the Client must assign the appropriate spaces with their respective security measures for the temporary storage of the Products, materials and tools consigned to the Work; If the Client cannot provide these conditions, it must be responsible for the costs of external storage, damage or loss of said Products and Equipment. Lost downtime without the fault or negligence of GRUPO 3P1 will be noted in the Work Minutes and taken into account in the settlement of the project for subsequent billing. The estimated delivery time included on the face of the document is an estimate based on the advisor's experience in similar contracts, so GRUPO 3P1 is not responsible for the costs generated by the delay caused by situations beyond its control, and such extra and unforeseen charges may be invoiced. The Client agrees to indemnify and hold harmless GRUPO 3P1, its directors, officers, agents and employees against all expenses, loss, attorneys' fees, costs, damages or liability arising from any claim, action related to, or arising from any claim for defects in installation of the Product. At the request of GRUPO 3P1, the Client must defend all claims or actions at its own expense, stating that GRUPO 3P1 will have the right to choose to participate or not in said defense.

21) LIMITATION OF LIABILITY: 3P1 GROUP's liability for Defective or non-conforming Products, whether based on breach of warranty, negligent manufacturing or Product compromise, is limited exclusively to repair or replacement, at GRUPO's option. 3P1, of the respective Defective Products. 3P1 GROUP assumes no risk and will not be subject to any liability for any damage or loss resulting from the specific use or application of the Products. GRUPO 3P1's liability for any other claim, whether based on breach of contract, negligence or Product liability, will not exceed the price paid for them. In no event will 3P1 GROUP be liable for any special, incidental, consequential or other damages, including, but not limited to, loss of profits, delay of claims and third party claims, regardless of their cause. GRUPO 3P1 is not responsible for the deterioration or damage caused by third parties to the Products, materials or tools consigned to the Work.

22) POLICIES AND HOLDS: For projects in which GRUPO 3P1 assumes the value of the policy, it will not accept that withholdings be made for guarantee. GRUPO 3P1 will not accept under any circumstances retained by guarantee that have not been previously agreed upon by the parties and are clearly specified in the contract, otherwise, GRUPO 3P1 reserves the right to invoice interest for late payment at the maximum legal rate authorized by the failure to comply with the agreed deadlines.

23) COMPLIANCE WITH LAWS: GRUPO 3P1 guarantees and certifies that it complies with all applicable statutes, rules, regulations and orders of the Republic of Colombia, including those related to labor, salaries, working hours and other contracting conditions and employment. If required by law, the Client undertakes to disassociate and hold GRUPO 3P1 and the Group Companies harmless from any relationship generated by investigation, accusation or investigation of any kind by government, legal, private or any other type; GROUP 3P1 is unaware of the economic, commercial activity or conduct of the Client, and is not linked to them, always acting from the principle of good faith enshrined in Sentence C-1194/08 of the Constitutional Court.

24) CONTRACTS WITH THE STATE: If the Products are to be used in the fulfillment of a contract with the state or government agencies, GRUPO 3P1 will comply with all the mandatory requirements of said contract that are applicable to GRUPO 3P1, provided that it has received written notification of such requirements with sufficient time to incorporate their impact on the price list and delivery of said Products. In addition, GRUPO 3P1 may, at its option, adopt the provisions of other state laws or regulations that are applicable to GRUPO 3P1, or withdraw from the offer if it considers that it does not meet the requirements necessary for compliance therewith.

25) WAIVER: The rights and remedies of GRUPO 3P1, as set forth in this agreement, shall be in addition to any other rights and remedies provided at law or equity, and the failure or delay by GRUPO 3P1 to exercise any right or remedy hereunder shall not operate as a general waiver thereof.

26) ASSIGNMENT: The Client may not assign any of its rights or obligations without the written consent of GRUPO 3P1.

27) NOTICES: All notices and other communications required or permitted below must be in writing and will be effective when personally delivered, transmitted electronically, or sent by certified mail, postage prepaid.

28) SEVERABILITY: In the event that one or more provisions herein must be held as inapplicable in any relationship, this document will be interpreted as if such inapplicable provisions had not been contained in this document.

29) APPLICABLE LAW: The purchase of the Products must in all respects be governed by the laws of the Republic of Colombia, without regard to its conflicts of law provisions. If it becomes necessary for either party to commence any legal action to enforce these terms, the prevailing party in such action shall be entitled to recover from the losing party all reasonable attorneys' fees, costs and expenses incurred in the prosecution or defense of such actions and any appeal.

30) INTELLECTUAL PROPERTY: All products, services, material, information, goods and rights that are reflected in the documents, emails, website and facilities of GRUPO 3P1 are protected by intellectual property, copyright or property. industrial as appropriate, therefore they may only be used for the purposes mentioned in the terms of use, and consequently, they may not be used by users for purposes other than those intended, especially for profit, appropriation, distribution, reuse, modification, deformation, mutilation or use said content for public, political, commercial purposes, among others, without prior express and written authorization from GRUPO 3P1.

31) ENTIRE AGREEMENT: These Terms and Conditions supersede all other agreements, representations, warranties and commitments of the parties with respect to the subject matter hereof and may not be modified except in a writing signed by an authorized officer of GRUPO 3P1. If Customer and 3P1 GROUP have executed a master agreement covering the sale of the Products referred to herein, the terms of such master agreement shall prevail over the terms set forth herein only to the extent of any conflict.