General Terms and Commercial Conditions

Purchase Order Requirements for Acceptance

All items listed below are required for acceptance of a Purchase Order – Purchase Order Checklist

Before accepting a quote on our B2B/B2C platform or sending us your formal Purchase Order, please verify that we have the following minimum requirements necessary for your order to be accepted. Depending on the type of supply, additional data may be required.

Users who already have a registered account and use the B2B/B2C platform must keep the information in their user account profile up to date. In the case of sending a formal Purchase Order, the following information must be clearly indicated in the Purchase Order. Only may be accepted those purchase orders that are complete in your commercial information, end user, products, and services to be accepted.

The data of the Company or Entity to which our invoice will be issued must be clearly identified. Please note that we can only accept orders from end consumers (individuals) for training courses on an individual and per-participant basis.

Invoice to: In whose name should the invoice be issued?

Complete data of the name of the company, its address and company name.
Full contact details of the finance area, including email, telephone number(s) and name of the person in charge.

Deliver to: Where and how should it be delivered?

The place and manner of delivery of diverse types of orders and contracts can vary significantly. Depending on the type of supply (Product, service, project) in question (necessary to accept your purchase order) we must verify the place and form of delivery without error.

• Products or materials:
  • Be sure to provide full company names and address to make the delivery.
  • Please include contact person, email, contact telephone number. We cannot accept orders without this information.
• Inform them of special delivery instructions in case there are any. Especially if the delivery must be made to a warehouse, transport company or a third party.

Terms and forms of payment

The forms and terms of payment may vary significantly depending on the type of supply, the service, and the country in which the operation is carried out and its amount. The accepted forms of payment are indicated in our quote. In case of requiring a form of payment different from the offer, they must verify with the commercial area that the payment method is accepted.

The terms and methods of payment must be included in your purchase order.
Depending on the type of quote, transaction and intervening countries, the means of payment available may vary. We usually accept bank transfers and multiple credit cards, including PayPal and other payment wallets.

General Terms and Conditions

Tax, Duty, and Fee Information

Unless otherwise stated by the law of the United States of America, withholdings of any kind are not accepted. Payments must be made in Net values as indicated in the quote. If payments are susceptible to withholding at origin, they must be made by applying “Grossing-Up” and informed in advance, even if they are mandatory by local legislation.

• You will need to provide tax information, including the company’s TAX ID.
• In case your organization is exempt from taxes, the corresponding certificates must be supplied.
• In case your company acts as a withholding agent, these should be informed along with the purchase order.

End User destination information

Universally, for all purchase orders and all their items, the destination and the final recipient of the supply must be specified. In general, the guarantees are issued only to the end user and are not transferable, it is a mandatory requirement of the represented companies and is a necessary condition to provide technical support.

Complete data of the end user (Company, contact, application, project, etc.) as appropriate.
Compelled data of the destination of the goods (Location of the plant, etc.) as appropriate.

How should you send your purchase order or confirm your order?

Due to the implementation of our new B2B+B2C platform, there are two ways for you to send us the purchase order. 1. Accepting the quote at the top margin, as indicated in the following figure. Especially useful for customers or system integrators with some type of active agreement or for quotes with a form of 100% advance payment. Even if you accept our quote, WiseGroup’s administrative department may ask you for a formal Purchase Order.

IMPORTANT:

• Since June 2019, purchase orders have not been received by email. The purchase order must be sent through an auditable process.
• Every order (accepted quote or formal purchase order received) will go through an approval process. Until we have all the minimum information required, the purchase order will not be accepted.

Terms and Conditions of Delivery for Products and Services – Delivery Conditions

International Trade (INCOTERMS) for equipment – WisePlant

Because the import of products in South America is complex, it is not possible to transport goods without knowing these terms well. Although WiseGroup through our logistics center located in Miami, offers a multimodal service, we prefer air and ground transportation instead of water transport.

EXW EXWOKS The seller’s only obligation is to make the products available on its premises or at another designated place (works, factory, warehouse, etc.). The buyer bears all costs and risks involved in bringing the goods from the seller’s premises to the desired destination. This term represents the minimum obligation for the seller.

FCA FREE CARRIER The seller’s obligation is to deliver the goods, cleared for export, to the charge of the carrier appointed by the buyer at the designated place or point. The parties are advised to specify as clearly as possible the point within the designated place of delivery, depending on the risk that passes to the buyer at that time.

CPT CARRIAGE PAID TO The seller pays the freight for the delivery of goods to the carrier or to another person designated by the seller at the designated destination. Once delivered, the risk of loss or damage to the goods is transferred from the seller to the buyer. This term requires the seller to dispatch the goods for export.

CIP CARRIAGE & INSURANCE PAID TO The seller has the same obligations as in CPT but has the responsibility to obtain insurance against the risk of loss or damage to the buyer’s goods during transport. Insurance should only be obtained with minimal coverage, and the seller must dispatch the goods for export.

DAT DELIVERED AT TERMINAL The seller delivers when the goods, once unloaded from the arriving means of transport, are made available to the buyer at a named terminal at the port or place of destination.”Terminal” includes dock, warehouse, container yard or road, rail, or air terminal. The seller is responsible for export clearance procedures and the importer is responsible for clearing the goods for import, arranging customs import formalities and paying import duties.

DAP DELIVERED AT PLACE The seller delivers when the goods are made available to the buyer by a means of transport that arrives ready to unload at the designated place of destination. The seller is obliged to clear the goods for export, and the importer is responsible for customs clearance and payment of customs duties.

DDP DELIVERED DUTY PAID The seller is responsible for delivering the goods to the designated place in the country of importation, including all costs and risks of bringing the goods to the import destination. This includes all export and import duties, taxes, and customs formalities.

DTD DOOR-TO-DOOR, It is not an official INCOTERM. It is a special case of DDP in which the seller is responsible for delivering the goods to the customer’s door, including all expenses and risks of bringing the goods to the destination of delivery. This includes all import duties, taxes, necessary formalities, and local transport.

Training Courses, WiseCourses Academy

The training courses can be developed in different modalities, face-to-face or virtual. Each course has its own rules according to its schedule. Delivery conditions are provided and informed for each course.

Consulting Services, WiseSecurity Services

The consulting services that are provided by the services division are developed in accordance with the commercial and contractual conditions agreed with the client. Therefore, the corresponding contractual documentation should be consulted, being one of the most frequent modalities in the certification of progress.

General Conditions of Sale

The conditions of the quotation prevail over the general conditions

General

These general terms and conditions of sale (together with any written specifications, references or supplemental terms or conditions that are provided by Seller) shall exclusively govern Seller’s sale or licensing of all types of goods and services (including without limitation, computer equipment (hardware), firmware and computer programs (software), training, programming, maintenance, engineering, parts, repair, and reconstruction services hereinafter the Products) supplied to the Buyer, whether such sale or granting of license is made by written or facsimile transactions or by any other form of electronic information interchange (EDI) or electronic commerce, and constitutes the entire agreement between Buyer and Seller with respect thereto. The receipt or acceptance by the Buyer of the delivery of the Products ordered or purchased under these terms will constitute his acceptance of these general terms and conditions of sale. Modifications to these general terms and conditions shall not be binding on the Seller unless agreed in writing, signed at the Seller’s head office by a representative authorized by the Seller. Seller is unaware of any other terms and conditions that may be proposed by Buyer or appear in, or referred to in Buyer’s purchase order or request, which are additional inconsistent with, or referenced, the terms and conditions set forth herein. This quote will be valid for 30 days from the date of issue.

Payment Method

As specified in the conditions of the quotation. If the quote does not have any indication for the purposes of payment, the currency must be in US dollars by bank transfer or any of the means of payment offered through the WisePlant payment platform.

Terms of delivery

Delivery times or availability are estimated and may vary depending on stock availability or import without prior notice. If the delivery is scheduled in the plant or warehouse specified by the customer, he must specify in the O.C. the address where the merchandise must be delivered. (a) Products: Unless otherwise stated, we generally do not make partial deliveries. (b) Services: according to schedule of activities.

Warranties

(a) Equipment: Seller warrants that new branded equipment supplied in accordance with these terms and conditions will be free from defects in materials, workmanship, and design, for a period of one (1) standard year from the date of delivery to Customer.

(b) Software and Firmware: Unless otherwise provided in Seller’s or a third party’s license, Seller warrants that software and regular firmware supplied in accordance with these terms and conditions, when used with computer equipment (hardware) specified by Seller, will operate in accordance with published specifications, prepared, approved, and issued by the Seller.

(c) Non-Factory Rebuilt, Repaired and Exchanged Products: Seller warrants that equipment rebuilt, exchanged, or repaired and not warranted from the factory, will be free from defects in materials and workmanship, for a period of one (1) year from the date of the invoice issued by Seller or its authorized distributors. Products repaired or replaced because of this warranty shall also be warranted for a period of ninety (90) days from the date of shipment to Buyer or, for the remaining period of the original warranty, whichever is greater.

(d) Services: Seller warrants that Products relating solely to services (e.g. training, repair, engineering, and custom application programming services) will be provided by duly trained personnel, who will be employed or contracted by Seller.

(e) Buyer’s Specifications/Compatibility: Seller does not warrant, and shall not be liable for, designs, materials, construction criteria or goods that are provided or specified by Buyer (including those that come from other manufacturers or sellers specified by Buyer). Any warranty applicable to such items specified by buyer shall apply only to the warranty issued directly or indirectly to Buyer by the original manufacturer or seller. The Seller does not guarantee the compatibility of its Products with the goods of other manufacturers or with the application of the Buyer, except as established or expressly stated in the published specifications or in references made in writing by the Seller.

(f) Recyclable Materials: In accordance with environmental policies and practices, Seller reserves the right to use recyclable materials in the manufacturing, repair, and reconstruction processes of its products (e.g. fasteners, plastics, and the like) or to use reconstructed parts of similar operation to new ones, or components that may have been subject to incidental use. In any event, such use shall not affect any warranty given to the Products or the published reliability statistics.

(g) Available Resources: Remedies available under the warranties described above shall be limited at Seller’s option, to repair, replace, re-operate, or modify, or to the granting of credit for the purchase price, of the Products involved, and where applicable, only after the return of such Products in accordance with Seller’s instructions. Replaced Products may be new, remanufactured, rebuilt or refurbished at Seller’s discretion. Buyer’s request for a service guarantee (consisting of time, travel and expenses related to such services) shall be borne by Buyer. The remedies will be the only remedies available for any breach of warranty or breach of contract arising therefrom.

(h) General: Satisfaction of the warranty shall be available only if (a) Seller receives written notice of the warranty claimed and,(b) if examination by Seller shows that any defect claimed has not been caused by misuse, negligence, improper installation, operation, maintenance, repair, alteration, or modification by a person apart from Seller; accident, deterioration or unusual degradation of the Products or parts thereof due to the physical environment or an environment of electrical or electromagnetic noise.

(i) THE WARRANTIES SET FORTH ABOVE ARE GIVEN IN LIEU OF WARRANTIES AND CONDITIONS, WHETHER IMPLIED, EXPRESS OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANT OR PROPERTY FOR PERSONAL USE, OR WARRANTIES OF PERFORMANCE OR ENFORCEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. The rights granted under the warranties (subject to the established limitations) shall also cover the buyers of the Buyer when the latter is an authorized distributor by the Seller of its Products.

Disclaimer and limitation of liability

The seller shall not be liable for business interruption or loss of profits, revenue, materials, anticipated savings, data, contracts, or the like (whether direct or indirect) or any other form of damages, whether incidental or indirect. The seller’s maximum cumulative liability for all other claims and obligations, including obligations arising under any indemnity, whether insured or not, shall not exceed the cost of replenishment of the product(s) giving rise to such claims or obligations. Seller refuses and denies all obligation and liability in connection with information or assistance provided free of charge and unsolicited to Seller pursuant to these terms. Any action against the seller must be brought within eighteen (18) months of the cause of such a claim. These releases and limitations of liability shall apply, without prejudice to any provision to the contrary set forth herein, and without prejudice to the manner in which they give a rise to such action, whether in contract, court order, (including negligence and limited liability) or any other applicable, and shall apply to of sellers, distributors and resellers authorized by the seller, as well as third parties benefited. Each stipulation of these terms and conditions that establishes a limitation of liability, release of warranty or condition or exclusion of damages is unique and independent of any other stipulation and shall be exercised as such.

Intellectual property indemnification

Except as excluded in these terms and conditions, Seller shall defend any lawsuit brought, or proceeding brought against Buyer as a result of any claim in connection with the design or construction of the Products sold or licensed by Seller pursuant to these terms, that violate any patent, copyright, or trademark in the country of destination assuming that (a) Buyer notifies Seller in writing of such claim, demand or proceeding, (b) on Behalf of Seller, Buyer grants Seller the exclusive right to defend, conciliate and defend in the trial or proceeding, (c) Buyer provides all information and assistance necessary for such defense or settlement, and (d) Buyer is not a counterparty to Seller in connection with such judgment. If Seller is obliged to defend such judgment or proceeding, Seller shall pay all expenses, costs, and damages related to the trial or proceeding to which it has been convicted or has agreed. Seller’s obligation hereunder shall be deemed to have been fulfilled if Seller, at its option and account: (i) obtains for Buyer the right to continue using such Products, (ii) replaces them with equipment/programs that do not violate patents, copyrights, or trademarks and that have functions similar to those of the Products, (iii) modify the Products so that they do not violate the aforementioned rights, provided that they continue to have the same functionality, or (iv) if, the options from (i) to (iii) above are not commercially practicable, reimburse the Buyer for the purchase price of the affected Products in exchange for the return of the same. Seller shall have no obligation to defend, or from any other liability in relation to: [a] any judgment or proceeding based on, or arising out of, arising as a result of a configuration or modification made, specified or requested by Buyer, which is incorporated within, or constitutes the Products, [b] the use of the Products in a specified process or application, requested or controlled by Buyer or any third party, or [c] the use of the Products with other equipment, computer program or materials not supplied by Seller. The term Products shall mean, in this paragraph, only regular computer equipment or programs that are available in commerce, and expressly excludes the equipment or computer programs of third parties. This paragraph is in lieu of all warranties or representations, whether implied or express, that the products will be free from claim by any third party for infringement or any other.

Resale of products and services of third-party brands

WITHOUT PREJUDICE TO ANY OTHER STIPULATION IN THESE TERMS AND CONDITIONS, the seller does not make any representations, nor does it grant any compensation (intellectual property or otherwise), and is released from any type of guarantee, tacit or express in relation to any product or service whose trademarks are of any third party (including training) that may be resold or on which they are granted. sublicenses by the buyer as a separate item from these terms and conditions.

Packing and WisePlant brand

All products are packed respecting the rules for international transport. Buyer’s specifications regarding packaging or branding may be subject to additional charges not otherwise included in the price of the Products.

Weight and dimensions

Prices are in US Dollars, and any other information contained in any Seller publication (including product catalogs and brochures) is subject to change without notice and to confirmation by specific description.

Such postings are not offers for sale and are maintained solely as a source of general information. Prices do not include sales, use, indirect, value-added tax, or any other similar taxes.
Order notes or invoices can be expressed in pesos, for which the exchange rate used and the number equivalent to US Dollars must be indicated. The payment terms indicated to minimize the loss of foreign exchange difference that may occur, since, for example, by order of the Central Bank, importing companies are required to pay their obligations with foreign suppliers in terms stipulated according to resolution 61-2022 of the Ministry of Commerce. It is our intention to always meet customer requirements. Nevertheless, due to the changing conditions in the current legislation, or in the exchange and customs provisions, factors may arise that hinder the normal fulfillment of commercial operations. WisePlant Group LLC then reserves the right to comply with the conditions agreed under those circumstances.

Since the products that make up this quote are of imported origin, the prices are expressed in United States Dollars (USD) and do not include VAT, which must be added in each case. The prices indicated in this proposal were calculated based on monetary, customs, foreign trade economics and taxes in force at the date of completion of the same, and in that sense the rates and tariffs in force at that date have been used. For this reason, these prices may be adjusted or revised on the date of award, import or delivery, to the extent that there are variations that force the company to incur higher costs outside its area of ​​control or responsibility.

Changes and substitutions

All changes to the purchase order made by the Buyer, including those affecting the identity, scope, and delivery of the Products, shall be documented in writing and shall be subject to Seller’s prior approval and adjustment in price, delivery and other terms and conditions that are affected. In any event, Seller reserves the right to reject any changes it deems unsafe, or that are not technically advisable or inconsistent with engineering or quality standards and specifications, or incompatible with Seller’s design or manufacturing capability. The Seller reserves the right to substitute, using the latest update or series or equivalent Products that are comparable in shape, size, and function.

Returns

All returns of Products will be made in accordance with the Seller’s instructions. Returns, not guaranteed, of Products not used or sold again for credit will be subject to the return policies in force at that time, including restocking charges and other return conditions. Products returned under the terms of the warranty shall be duly packaged and shipped to the address specified by the Seller. Shipping containers must be clearly marked with the Seller’s instructions and shipped by freight pre-paid by the Buyer.

Force Majeure

The Seller shall not be liable for loss, damage, or delay as a result of any failure of the Seller (or its subcontractors) to comply with the provisions herein for causes beyond its control, including without limitation fortuitous events, acts, or omissions of the Buyer, acts of civil or military authority, fires, strikes, flooding, epidemic, quarantine, war, riot, terrorist acts, delays in transport or seizure of the same. In the event of such a delay, the seller’s performance date shall be extended for such time as is necessary to compensate for such a delay.

Government clauses and contracts

The application of contract regulation rules and clauses governing the Products, or the contract stipulated by these terms and conditions, is subject to separate review and the consent of a representative duly authorized by the Seller. Products sold or licensed pursuant to these terms and conditions may not be used in any nuclear application, or as a Core Component, as defined in the applicable nuclear regulations.

Export control

Products or materials related to these that are supplied, or for which a license is granted in accordance with these terms and conditions, may be subject to different export laws and regulations. It is the exporter’s responsibility to comply with such laws and regulations. Without prejudice to any stipulation to the contrary, if the applicable local law requires an authorization for the export or re-export of any Product or technology related to them, no export may be made until such authorization has been obtained, without prejudice to the agreed delivery date. If the export authorization is denied, the Seller shall be released from any subsequent obligation related to the sale or license and delivery of the Product(s) subject to the denied authorization, without liability of any kind to the Buyer or any other person. The seller will not comply with requests related to any boycott, except within the limits permitted by law.

Disputes

The parties shall endeavor to resolve expeditiously and in good faith disputes arising out of these terms and conditions, through negotiations between their duly empowered representatives, to reach settlements on such disputes. In case of failure to resolve such a dispute, the parties will seek to reach an agreement through a third party not involved in it and will proportionally cover the fees and expenses of the latter. Any dispute not resolved through negotiations or through the third party shall be submitted to the competent court in accordance with these terms. These procedures are the only ones available for the resolution of disputes that arise between the parties.

Applicable law and district

This contract, as well as any disputes arising therefrom, shall be governed by and construed in accordance with domestic law and shall be subject to the authority of the court of the State, city, or any other district in which the Seller is domiciled, specifically excluding the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods. If any provision hereof is wholly or partially invalid or unenforceable under applicable law, the remainder of the contract shall not be affected in any way.

Assignment

This contract may not be assigned by either party without the written consent of the other (which shall not be denied without good reason). However, no such consent shall be required for internal transfers and assignments between Seller and its parent company, or with its subsidiaries or affiliates as part of a consolidation, merger, or any other form of corporate restructuring.

Document Control

Date	Reviewer	Observations
Feb 2016	Monica Lopez	Initial publication and release of the new policy
Feb 2021	Monica Lopez	Minor changes and updates
Oct 2023	Maximillian Kon	Minor changes and updates on list of systems