Santa Fe ECS

General terms and conditions of sale

1. General

1.1. Santa Fe Engineering and Consulting Services, LLC (Santa Fe ECS), performs engineering services in accordance with the following terms and conditions. Any terms and conditions stipulated by customer divergent from or supplemental to these conditions shall not be binding unless confirmed in writing by Santa Fe ECS.

1.2. The quotation and its acceptance, as well as modifications, must be in writing. Verbal agreements are not binding unless confirmed in writing by Santa Fe ECS.

1.3. Where the customer does not specifically detail the scope of work, “engineering service” shall be understood to mean the development of a technically reasonable solution to a technical problem, e.g. by the preparation of technical concepts and drawings. If other services are to be provided in addition to engineering services, they shall be invoiced separately.

1.4. Santa Fe ECS has the right to perform additional work necessary to maintain and/or restore the work process of the project without express consent of the customer, provided there is no clear disparity between the additional work and the value of the order.

1.5. The terms and conditions of sale described herein are the only ones that will prevail for all orders received and all sales made by “Santa Fe Engineering and Consulting Services, LLC with registered office 1209 Mountain Road PL NE, Alburquerque, NM 87110, USA.
1.6. The customer accepts Santa Fe ECS’s conditions of sale and waives its conditions of purchase, at the same moment Santa Fe ECS receives the order from the buyer.

2. Quotation

2.1. The quotation is the only document that will prevail over any other type of negotiation or agreement.

3. Prices

3.1. The price of engineering services does not include certificates and/or formalities with official bodies. If the customer requests them, they will be valued in a separate quotation.
3.2. The prices indicated in the quotation have a validity period, after this period the customer must consult again the price of the project due to possible changes in the price of the hourly rates.
3.3. In the case of projects with a duration of more than 6 months and that elapse between two calendar years, the current hourly rate will be applied, as of the date of the update of the new price list.

4. Delivery time

4.1. The delivery period starts from the date of receipt of the following 3 documents: the customer’s order, the first payment on account, and all the information or documents necessary for the start of the project. In the case of receiving the 3 documents on different dates, the most recent date will be taken as the project start date.

4.2. The delivery time depends on the process necessary for the completion of the service, the workload, delays due to official procedures if any, difficulty in finding labor, holiday periods and force majeure that may cause unforeseen delays in the development of the project. The seller assumes no responsibility for these or any other events and no financial penalties for delays will be accepted. The term will be extended by a period equal to the lost term.

4.3. In research and technological innovation projects, the delivery date should be considered approximate and will be determined by the progress of the project.

5. Purchase Order

5.1. The price of the order will match the price of the quotation.

5.2. The customer will send Santa Fe ECS an official order. Verbal orders will not be accepted.

5.3. At the date of the order the customer will make the first payment on account, stipulated in the quotation to start the development of the project.

5.4. Once the first payment on account has been received and the development of the project has begun, the cancellation of the order will not be accepted under any circumstances. The total or partial payment will not be paid to the customer in its entirety in the case of total or partial cancellation of the order.

5.5. If Santa Fe ECS for reasons beyond its control does not receive correct or timely service or cooperation from subcontractors or suppliers, Santa Fe ECS shall be entitled to cancel the order, provided that it has informed the customer in advance. The customer shall have the right to cancel the order, provided that it has given Santa Fe ECS a reasonable period of time for the performance of the order and the order could not be fulfilled. Santa Fe ECS will return to the customer any financial contribution made for the development of the project.

6. Reservation of title.

6.1. The sale is subject to a reservation of title. The engineering project remains the property of Santa Fe ECS until the customer has made full payment for the project. Such reservation will last as long as the total payment is pending.

6.2. The customer may not sell, pledge or transfer the project to a third party until the customer receives written authorization from Santa Fe ECS.

6.3. If the project subject to retention of title is withdrawn by a third party, e.g. in case of repossession by the customer, the customer shall notify the third party of the retention of title and immediately inform Santa Fe ECS.

7. Person in charge of the project

7.1. Upon receipt of the PO, the parties agree to designate a single contact person with powers and authority to make decisions on each phase of the project and its closure.

8. Confidentiality agreement.

8.1. In the development of the project, private documentation of both Santa Fe ECS and the customer may be exchanged, as well as opinions and knowhow. For this reason, Santa Fe ECS and the customer must sign an agreement to ensure confidentiality, committing not to make public, either in part or in whole, any of the contents, calculations, graphs, analyses, reports, market projections, plans or photographs or any material or reserved information that is delivered for the development of the project.

8.2. In the absence of a signed confidentiality agreement, customer will treat all information and documents received from Santa Fe ECS confidentially and will not disclose them to third parties unless approved in writing by Santa Fe ECS.

8.3. The Customer shall ensure by appropriate organizational measures that confidential information is only disclosed to employees who need the information for the performance of their work and that unauthorized persons cannot gain access to such information.

8.4. All rights in relation to the engineering service provided to the customer remain with Santa Fe Ecs, except for third party rights.

8.5. Santa Fe ECS shall grant the customer a non-assignable restricted right of use to be determined by individual agreement, provided that Santa Fe ECS is the holder of the respective right (“License”). The License is restricted to internal use by the customer, to the extent necessary to achieve the agreed purpose.

8.6. The License will automatically expire if the customer has outstanding payments with Santa Fe ECS. The License will become effective again, after the customer has settled the amounts that were outstanding and Santa Fe ECS has confirmed in writing its full receipt.

9. Payment

9.1. The form of payment accepted is by bank transfer, checks are not accepted.

9.2. The currency of payment is in US Dollars, payments in other currencies are not accepted.

9.3. The first payment will be made at the date of receipt of the PO and the rest of the payments as stipulated in the quotation.

9.4. No deductions or discounts are applied for payments.

9.5. Delay in payment generates late payment interest which the customer is obligated to pay. Interest on late payment will be charged at 8 (eight) percentage points above the current base interest rate published by the United States Federal Reserve.

10. Errors or defects

10.1. Although each project is checked in its entirety with great care, it is possible that for reasons beyond Santa Fe ECS’s control, errors or defects may appear in the drafting of the project, in the drawings, in the results of calculations and analysis. In this case the customer can claim to rectify these errors. Santa Fe ECS will send the customer the revised documents free of errors. In no case the customer can by himself remove, modify or repair the error of a document issued by Santa Fe ECS. The customer cannot claim damages or financial compensation for this fact.

11. Intellectual property.

11.1. Unless otherwise agreed, the intellectual property rights belong exclusively to Santa Fe ECS, in all matters relating to studies, calculations, designs, drawings, schemes, special applications and budgets.

11.2. If the customer considers that the project to be developed is a research project for the development of an innovative product, Santa Fe ECS and the customer may accept and sign an agreement for the allocation of intellectual property.

12. Project delivery and closing

12.1. In engineering projects distributed in phases, partial service deliveries are allowed.

12.2. Delivery dates shall only be binding if they are agreed in writing and provided that the scope of services can be carried out within the time stipulated in the quotation.

12.3. Upon completion of the execution phases of the project, Santa Fe ECS will deliver the project to the customer under the agreed terms, thus closing the project.

12.4. Engineering services are delivered only in digital format by e-mail. As a company committed to the protection of the environment, we do not deliver projects either on paper or USB flash drive.

13. Responsabilidades.

13.1. The total liability of Santa Fe ECS, including subcontracting work if any, shall be limited to the price of the engineering service.

13.2. Neither Santa Fe ECS nor its subcontractors shall be liable for damages or losses such as: cessation of profits, financial burdens of the customer’s customers, claims for interruption of service, supply or factory production and, in general, any expenses incurred for labor, overhead and transportation.

14. Guarantee.

14.1. Engineering services are guaranteed for 3 months. The guarantee period starts from the date of delivery of the service as stated on the service delivery note, and expires after 3 months even if the purchaser does not use our services immediately.

14.2. The guarantee covers project revisions necessary to correct minor errors or defects in drawings, documents, studies and analyses.

14.3. The guarantee does not cover work requested by the customer to make modifications, improvements, extensions, new plans, etc., to a project already delivered. In these cases the customer must request a new estimate and submit an order.

14.4. The guarantee does not cover any labor service for disassembly or assembly of the product manufactured by the customer, as well as for consequential damages such as loss of computer data, loss of revenue or production profits, or negligent treatment.

14.5. The guarantee is void if the customer has unpaid invoices at the due date, if the product designed for the customer has a different purpose than the one initially indicated, if the customer alters the technical recommendations, designs, manufacturing drawings, etc., indicated in the project.

15. Applicable law and jurisdiction.

15.1. Any controversy arising directly or indirectly from this contract shall be submitted to the Courts of Albuquerque.

15.2. If Customer has no general place of jurisdiction in the United States of America, the exclusive place of jurisdiction shall be Santa Fe ECS place of business in Albuquerque, NM 87110, USA.