PPI.VO.GP.520.20
PPI.VO.GP.520.20
8 de julio de 2020
LIC. XXXXXXX XXXXXX XXXXXXX XXXXXXX
Subgerencia de Abastecimiento
Gerencia de Contrataciones para Servicios de Soporte
Coordinación de Abastecimiento para Servicios de Soporte y Control de Almacenes Subdirección de Abastecimiento
Dirección Corporativa de Administración y Servicios
PETROLEOS MEXICANOS
Asunto: Aceptación de Pedido No. PPI-11-0-00110
En referencia al oficio de instrucciones No. DCAS-SA-CASSCA-GCSS-SA-92-2020 a través del cual nos solicita realizar el proceso de contratación para los “SERVICIO DE ACCESO A LA INFORMACI6N FINANCIERA, BURSATIL Y NOTICIOSA DENOMINADA BLOOMBERG
FINANCE, EJERCICIOS 2020-2021”, que más ampliamente se describe en la Requisición No. 8000183746.
Sobre el particular y como resultado de su solicitud, anexo al presente nos permitimos enviar copia del Pedido No. PPI-11-0-00110, formalizado con el proveedor BLOOMBERG LP / BLOOMBERG FINANCE LP.
Sin más por el momento, aprovechamos el presente para enviarle un cordial saludo. Atentamente,
LIC. XXXXX XXXXXX
Coordinadora de Procura
PMG
C.c.p. Ing. Xxxxxxxx Xxxxx Xxxxxxxxx – Coordinador de Abastecimiento para Servicios de Soporte y Control de Almacenes Lic., Xxxx Xxxxxxx Xxxxxxxx Xxxx – Gerencia de Contrataciones para Servicios de Soporte
Mtro. Xxxxxxxxx Xxxxxx Xxxxx – Vicepresidente de Operaciones
00000 Xxx Xxxxxxx Xxxx Xxxxx, Xxxxx000 - Xxxxxxx, Xxxxx 00000 Tel. x0-000-000-0000 – Fax. + 0-000-000-0000
Xxxxx Xxxxxxx
From: xxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx
Sent: Monday, July 6, 2020 11:05 AM
To: Xxxxx Xxxxxxx
Subject: Notificación de Formalización de Pedido.
; | ||
Hacer Click para consultar más detalles en el Sistema Integral de Información de PPI | Notificación de Formalización de Pedido. | |
Estimado Usuario: Por medio de este mensaje nos permitimos informar a usted que el pedido No. PPI-11-0-00110 ha sido aceptado por el siguiente proveedor de acuerdo a la tabla que se muestra a continuación: BLOOMBERG LP / BLOOMBERG FINANCE LP | ||
Número de Pedido | Fecha aceptación | |
PPI-11-0-00110 | 01-JUL-2020 | |
Partidas | Fecha Contractual Máxima de Entrega | |
1-2 | 08-JUL-2020 | |
Si usted desea mas información sobre esta aceptación, por favor contacte a su area de Soporte a Operaciones en PPI (846 3153). Aprovechamos la ocasión para enviar a usted un cordial saludo. Atentamente, Su área de Soporte a Operaciones - PPI Este es un mensaje generado automáticamente por el sistema. | ||
PPI envía este tipo de mensajes a los usuarios que realizan transacciones en HITEC para informar oportunamente del avance en el proceso de adquisiciones. Si usted recibió este mensaje por error o usted ya no es el encargado de este asunto, por favor notifíquenos. Pemex Procurement International - 00000 Xxx Xxxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000, Xxxxxx Xxxxxx | ||
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PURCHASE ORDER | PRINT DATE: 06/16/2020 | Page 1 of 11 | |||||
* ORDER NUMBER | PPI-11-0-00110 | ||||||
PEMEX PROCUREMENT INTERNATIONAL, INC. | |||||||
* REQUISITION No. | PMXC8000183746 | ||||||
ON BEHALF OF PETROLEOS MEXICANOS | |||||||
00000 XXX XXXXXXX XXXX XXXXX, XXXXX 000 | |||||||
HOUSTON, TX, USA 77064 | |||||||
SELLER ID | SELLER | SELLER ADDRESS | CONTACT | PHONE | TAX ID (RFC) | ||
00000 | XXXXXXXXX LP / BLOOMBERG | 000 XXXXXXXXX XXXXXX XXX XXXX,XX 00000 | XXXXXXXX XXXXXXXXX-PING | 000-000-0000 | 00-0000000 | ||
FINANCE LP | USA | EMAIL: xxxxx0@xxxxxxxxx.xxx | M-908-963-4022 | ||||
TERMS OF PAYMENT: NET 30 DAYS DELIVERY TERMS: DAP INCOTERMS: 2010 DELIVERY CITY: MEXICO CURRENCY: US DOLLAR SAP ORDER NUMBER: CIUDAD DE MEXICO, MEX | |||||||
DESTINATION WHSD: 0300 OFICINAS CENTRALES MEXICO D.F. * COMMERCIAL DOCUMENTS MUST ACCOMPANY SHIPMENT | |||||||
UNLESS OTHERWISE STATED HEREIN OR IN THE SHIPPING INSTRUCTIONS, ALL COMMUNICATIONS AND CORRESPONDENCE INCLUDING ACKNOWLEDGEMENTS, REQUEST FOR INSPECTION AND SHIPPING INSTRUCTIONS (IF APPLICABLE), INVOICES AND PAYMENT INFORMATION, MUST BE SENT TO THE MAILING ADDRESS SPECIFIED IN THE INVOICING NOTES SECTION OF THIS ORDER. ALL GOODS HEREUNDER ARE FOR FINAL DESTINATION IN MEXICO AND EXEMPT OF ANY DOMESTIC OR LOCAL TAX. | |||||||
THE MATERIALS FOR THIS ORDER MUST BE INSPECTED BY BUYER PRIOR TO SHIPMENT: NO INSPECTION LEVEL: | |||||||
GENERAL DESCRIPTION: SERVICIO DE ACCESO A LA INFORMACIÓN, FINANCIERA, BURSÁTIL Y NOTICIOSA DENOMINADA BLOOMBERG FINANCE, PARA LOS EJERCICIOS 2020-2021 LOS SIGUIENTES ANEXOS FORMAN PARTE INTEGRAL DE ESTA CONTRATACIÓN: - COTIZACIÓN CON FECHA 21 XX XXXX DE 2020 | |||||||
ITEM | CATALOG NUMBER | DESCRIPTION | QUANTITY | UNIT OF MEASURE | UNIT PRICE | EXTENDED PRICE | DELIVERY DAYS |
1 | 1 | EACH | 222,600.00 | 222,600.00 | 7 | ||
CONTRATACIÓN DE SERVICIO DE BASE DE DATOS DENOMINADA BLOOMBERG. (2020) 8 (OCHO) LICENCIAS DE ACCESO, PROPIEDAD DEL PRESTADOR DEL SERVICIO, REQUERIDAS PARA VISUALIZAR EN LÍNEA Y EN FORMA PERMANENTE LOS SERVICIOS DE INFORMACIÓN FINANCIERA, BURSÁTIL Y NOTICIOSA PROPORCIONADOS POR LA CÍA. BLOOMBERG FINANCE L.P. EL PROVEEDOR DEBERÁ DE PROPORCIONAR, ADEMÁS, EL SIGUIENTE POR EQUIPO POR CADA LICENCIA, CON EL FIN DE GARANTIZAR LA CORRECTA OPERACIÓN Y ACCESO AL SERVICIO: - WORKSTATION (TRML W/2-23" MONITORS W/STAND+PC) - FLAT PANEL HORIZONTAL DOBLE (PANTALLAS DE 23" O SUPERIOR). - TECLADO: INCLUIRÁ FUNCIONES DE AUDIO, MULTIMEDIA Y ALIMENTACIÓN ELÉCTRICA. - MOUSE Y CABLES DE CONEXIÓN. - CPU. WINDOWS XP O SUPERIOR, OFFICE XP O SUPERIOR. - CABLE DE VIDEO (UNO POR TERMINAL), CONEXIÓN Y PUESTA EN OPERACIÓN DE LOS EQUIPOS FLAT PANEL PARA SU CORRECTA OPERACIÓN EN LA RED DE PEMEX. - SOFTWARE | |||||||
2 | 1 | EACH | 222,600.00 | 222,600.00 | 7 | ||
CONTRATACIÓN DE SERVICIO DE BASE DE DATOS DENOMINADA BLOOMBERG. (2021) 8 (OCHO) LICENCIAS DE ACCESO, PROPIEDAD DEL PRESTADOR DEL SERVICIO, REQUERIDAS PARA VISUALIZAR EN LÍNEA Y EN FORMA PERMANENTE LOS SERVICIOS DE INFORMACIÓN FINANCIERA, BURSÁTIL Y NOTICIOSA PROPORCIONADOS POR LA CÍA. BLOOMBERG FINANCE L.P. EL PROVEEDOR DEBERÁ DE PROPORCIONAR, ADEMÁS, EL SIGUIENTE POR EQUIPO POR CADA LICENCIA, CON EL FIN DE GARANTIZAR LA CORRECTA OPERACIÓN Y ACCESO AL SERVICIO: - WORKSTATION (TRML W/2-23" MONITORS W/STAND+PC) | |||||||
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PURCHASE ORDER PEMEX PROCUREMENT INTERNATIONAL, INC. ON BEHALF OF PETROLEOS MEXICANOS 00000 XXX XXXXXXX XXXX XXXXX, XXXXX 000 XXXXXXX, XX, XXX 00000 | PRINT DATE: 06/16/2020 | Page 2 of 11 |
* ORDER NUMBER | PPI-11-0-00110 | |
* REQUISITION No. | PMXC8000183746 | |
- FLAT PANEL HORIZONTAL DOBLE (PANTALLAS DE 23" O SUPERIOR). - TECLADO: INCLUIRÁ FUNCIONES DE AUDIO, MULTIMEDIA Y ALIMENTACIÓN ELÉCTRICA. - MOUSE Y CABLES DE CONEXIÓN. - CPU. WINDOWS XP O SUPERIOR, OFFICE XP O SUPERIOR. - CABLE DE VIDEO (UNO POR TERMINAL), CONEXIÓN Y PUESTA EN OPERACIÓN DE LOS EQUIPOS FLAT PANEL PARA SU CORRECTA OPERACIÓN EN LA RED DE PEMEX. - SOFTWARE | ||
- NOTES - | ||
CERTIFICATE OF ORIGIN NOTE | ||
AN ORIGINAL CERTIFICATE OF ORIGIN (NAFTA CERTIFICATE WHEN GOODS QUALIFY AS PER NAFTA RULES OF ORIGIN) OR A LETTER CERTIFYING THAT THE PRODUCTS DO NOT QUALIFY FOR NAFTA CERTIFICATION BASED ON NON-PREFERENTIAL RULES OF ORIGIN, INDICATING THE COUNTRY OF ORIGIN OF THE GOODS, SHALL BE SUBMITTED FOR EVERY SHIPMENT. ALL DOCUMENTATION REQUESTED TO ACCOMPANY SHIPMENT IS NECESSARY TO INITIATE THE PROCESSING OF ANY INVOICE FOR PAYMENT. ANY ADDITIONAL COST INCURRED BY BUYER DUE TO THE LACK OF SAID DOCUMENT, WILL RESULT IN CHARGEBACKS AGAINST THE INVOICE. | ||
GENERAL NOTES | ||
**********INTERNAL NOTE********** PPI EMITE ESTE PEDIDO CON BASE EN EL OFICIO DE INSTRUCCIONES DCAS-SA-CASSCA-GCSS-SA-92-2020 DE FECHA 8 XX XXXXX DE 2020 EMITIDO POR LA GERENCIA DE CONTRATACIONES PARA SERVICIOS DE SOPORTE, POR LOS ARTÍCULOS 134 DE LA CONSTITUCIÓN POLÍTICA DE LOS ESTADOS UNIDOS MEXICANOS; 78 FRACCIÓN I DE LA LEY DE PETRÓLEOS MEXICANOS, 29 DE LAS DISPOSICIONES GENERALES DE CONTRATACIÓN PARA PETRÓLEOS MEXICANOS Y SUS EMPRESAS PRODUCTIVAS SUBSIDIARIAS. | ||
INVOICING NOTE | ||
SELLER SHALL, WITHIN 5 DAYS AFTER DELIVERY OF THE ITEMS AND/OR COMPLETION OF THE SERVICES AND ACCEPTANCE THEREOF BY BUYER, SUBMIT TO PEMEX PROCUREMENT INTERNATIONAL THE CORRESPONDING INVOICE AS PROVIDED HEREIN. NO PAYMENT SHALL BE PROCESSED UNTIL THE SALES INVOICES ARE SUBMITTED AS PROVIDED HEREIN. ALL INVOICES MUST INCLUDE THE FOLLOWING INFORMATION: A) SUPPLIER'S/CONTRACTOR'S NAME (AS STATED IN PURCHASE ORDER). B) XXXXXXXX'X/CONTRACTOR'S ADDRESS. C) DATE AND PLACE WHERE INVOICE WAS ISSUED. D) DESCRIPTION OF THE ITEMS AND/OR SERVICES PROVIDED, INCLUDING ITEM NO., QUANTITY AND UNIT PRICE AS PER THE ORDER. E) ITEMIZED AND TOTAL AMOUNT OF THE INVOICE. F) ORDER NUMBER AND DATE OF ISSUANCE. FOR WIRE TRANSFERS: G) BANK NAME ADDRESS CITY, STATE, ZIP CODE COUNTRY H) BANK CODE (I.E.: ABA, SWIFT, BLZ, SORT CODE, IBAN OR CLAVE, WHICHEVER APPLIES) I) ACCOUNT NUMBER J) ACCOUNT NAME K) INVOICE SHOULD BE ADDRESSED TO: PETROLEOS MEXICANOS AVENIDA MARINA NACIONAL 329 C3 COL. XXXXXXXX XXXXXXX, CIUDAD DE MEXICO, DELEGACION XXXXXX XXXXXXX MEXICO, C.P. 11300 TAX I.D. PME380607P35 L) WHEN FREIGHT IS TO BE PAID BY BUYER, A COPY OF THE TRANSPORTER'S INVOICE. XXXXXXX ADDRESS FOR INVOICES AND OTHER CORRESPONDENCE: PETROLEOS MEXICANOS XXXXXXX XXXXXX XXXXXXXX 000 X0 XXX. XXXXXXXX XXXXXXX, CIUDAD DE MEXICO, | ||
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PURCHASE ORDER | PRINT DATE: | 06/16/2020 | Page 4 of 11 |
* ORDER NUMBER | PPI-11-0-00110 | ||
PEMEX PROCUREMENT INTERNATIONAL, INC. | |||
* REQUISITION No. | PMXC8000183746 | ||
ON BEHALF OF PETROLEOS MEXICANOS | |||
00000 XXX XXXXXXX XXXX XXXXX, XXXXX 000 | |||
HOUSTON, TX, USA 77064 | |||
AND IN CASE OF METAL PARTS PLEASE INCLUDE MATERIAL TEST REPORTS (MTR). 2. ORDER NUMBER AND REQUISITION NUMBER MUST APPEAR ON ALL SHIPPING DOCUMENTS, INCLUDING B/L AND/OR AIR BILLS, ALONG WITH THE LEGEND "FOR EXPORT TO MEXICO". 3. COMMERCIAL INVOICE AND ALL CERTIFICATES OF ORIGIN APPLICABLE TO THIS ORDER MUST SHOW AS THE IMPORTER THE FOLLOWING: PETROLEOS MEXICANOS AVENIDA MARINA NACIONAL 329 C3 COL. XXXXXXXX XXXXXXX, CIUDAD DE MEXICO, DELEGACION XXXXXX XXXXXXX MEXICO, C.P. 11300 IF APPLICABLE, BUYER RESERVES THE RIGHT TO APPLY FOR A DRAWBACK BEFORE THE U.S. CUSTOMS OFFICE. THEREFORE, SELLER SHALL PROVIDE BUYER WITH ALL NECESSARY DOCUMENTATION. SELLER SHALL FURNISH ANY ADDITIONAL DOCUMENTS OR INFORMATION THAT MAY BE REQUIRED BY THE CUSTOMS AUTHORITIES FOR THE PURPOSES OF IMPORTATION. - CONSOLIDATION REQUIREMENTS - 1. ALL ORDERS READY TO SHIP ON THE SAME DAY SHOULD BE CONSOLIDATED IN ONE BILL OF LADING AND/OR AIR BILL. - MARKINGS - 1. ALL PACKAGES MUST BE MARKED WITH PURCHASE ORDER NUMBER, REQUISITION NUMBER AND THE NAME OF THE FINAL DESTINATION IN MEXICO. SPECIAL NOTES *******LUGAR Y PLAZO DE EJECUCIÓN DE LOS SERVICIOS******* EL SERVICIO SE PROPORCIONA EN LÍNEA, EL PLAZO DE EJECUCIÓN SERÁ A PARTIR DEL DÍA SIGUIENTE DE LA CONTRATACIÓN Y HASTA EL 31 DE DICIEMBRE DE 2021. LA RECEPCIÓN DE LOS SERVICIOS SERÁ EN LÍNEA EN LOS EQUIPOS DE CÓMPUTO PROPORCIONADOS POR EL PROVEEDOR. SPECIAL NOTES *****************REPRESENTANTE DE LAS PARTES******************* PEMEX, A TRAVÉS DE SU REPRESENTANTE, QUIEN SERÁ EL ACT. XXXXXXXX XXXXXXX XXXXXXXXX, DARÁ AL PROVEEDOR, POR ESCRITO, LAS INSTRUCCIONES QUE ESTIME PERTINENTES RELACIONADAS CON LA EJECUCIÓN DE LOS SERVICIOS EN LA FORMA CONVENIDA Y CON LAS MODIFICACIONES QUE, EN SU CASO, ESTE ORDENE. EL CITADO REPRESENTANTE DEBERÁ MANTENER INFORMADO DE FORMA PERMANENTE AL ADMINISTRADOR DEL PROYECTO. EL PROVEEDOR SE OBLIGA A DESIGNAR POR ESCRITO A UN REPRESENTANTE PARA LA EJECUCIÓN DEL CONTRATO, QUIEN CONTARÁ CON TODAS LAS FACULTADES TÉCNICAS, ADMINISTRATIVAS, OPERATIVAS, DE DECISIÓN Y PARA OÍR Y RECIBIR TODA CLASE DE COMUNICACIONES RELACIONADAS CON LA EJECUCIÓN DEL CONTRATO, AUN LAS DE CARÁCTER PERSONAL, ASÍ COMO CONTAR CON LAS FACULTADES SUFICIENTES PARA LA TOMA DE DECISIONES EN TODO LO RELATIVO AL CUMPLIMIENTO DEL CONTRATO Y SUS ANEXOS, LAS CUALES DEBERÁN CONSTAR EN INSTRUMENTO PÚBLICO. EN CUALQUIER MOMENTO, POR CAUSAS JUSTIFICADAS, LAS PARTES PODRÁN RECÍPROCAMENTE SOLICITAR EL CAMBIO DE CUALQUIERA DE LOS REPRESENTANTES Y SE OBLIGAN A DESIGNAR A OTRA PERSONA QUE REÚNA LOS REQUISITOS CORRESPONDIENTES. SPECIAL NOTES ***************COMUNICACIÓN ENTRE LAS PARTES************** LAS PARTES SE OBLIGAN A COMUNICARSE POR ESCRITO TODA INFORMACIÓN QUE SE GENERE CON MOTIVO DE LA EJECUCIÓN DEL CONTRATO, INCLUIDO EL CAMBIO DE DOMICILIO, CONFORME A LO SIGUIENTE: LAS COMUNICACIONES RELACIONADAS CON ESTE CONTRATO, DEBERÁN SER ENTREGADAS: COMUNICACIONES A PEMEX AL REPRESENTANTE DESIGNADO POR EL ADMINISTRADOR DEL PROYECTO EN FORMA PERSONAL O POR CUALQUIER OTRO MEDIO QUE ASEGURE SU RECEPCIÓN EN EL DOMICILIO SIGUIENTE: XXXXXXX XXXXXX XXXXXXXX 000 XXXXX XXXXXXXXX XXXX 00, XXXXXXX XXXXXXXX XXXXXXX, XXXXXXXXXX XXXXXX XXXXXXX, X.X. 11300. COMUNICACIONES AL PROVEEDOR: XXXXX XX XX XXXXXXX 000, XXXX 00 XXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX. TAX NOTES EXCEPT AS OTHERWISE PROVIDED IN THE ORDER, EACH PARTY SHALL BEAR AND PAY ALL TAXES, CHARGES, WITHHOLDINGS, FEES, LEVIES, TARIFFS AND DUTIES OF ANY KIND OR NATURE, NOW EXISTING OR WHICH MAY HEREAFTER COME INTO EFFECT, IMPOSED ON SUCH PARTY OR ITS AGENTS, SUBCONTRACTORS, OFFICIALS OR EMPLOYEES IN CONNECTION WITH THE ORDER. IF REPAIR SERVICES OR SIMILAR SERVICES ARE THE SUBJECT MATTER OF THE ORDER, IT IS UNDERSTOOD THAT SELLER SHALL BE RESPONSIBLE AND SHALL PAY FOR AND/OR INDEMNIFY BUYER FOR ANY AND ALL TAXES IMPOSED TO BUYER, INCLUDING WITHOUT LIMITATION, IMPORT OR EXPORT CUSTOMS DUTIES, AS THE CASE MAY BE AND ANY PROPERTY TAXES IMPOSED ON BUYER'S ASSETS LOCATED TEMPORARILY OUTSIDE MEXICAN TERRITORY. | |||
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PURCHASE ORDER PEMEX PROCUREMENT INTERNATIONAL, INC. ON BEHALF OF PETROLEOS MEXICANOS 00000 XXX XXXXXXX XXXX XXXXX, XXXXX 000 XXXXXXX, XX, XXX 00000 | PRINT DATE: | 06/16/2020 | Page 5 of 11 | |
* ORDER NUMBER | PPI-11-0-00110 | |||
* REQUISITION No. | PMXC8000183746 | |||
ORDERS FOR THE RENDERING OF TECHNICAL SERVICES IN MEXICO, LICENSING OF SOFTWARE OR ACQUISITION OF THE SAME, INCLUDING MAINTENANCE, SHALL BE SUBJECT TO WITHHOLDING OF THE APPLICABLE TAXES IN ACCORDANCE WITH THE PROVISIONS OF THE APPLICABLE MEXICAN TAX LAWS. WHEN A WITHHOLDING TAX IS APPLIED, SELLER SHALL REQUEST THE CORRESPONDING CERTIFICATE FOR TAXES WITHHELD ACCORDING TO THE MEXICAN TAX LAWS. IF SELLER IS A TAX RESIDENT FROM A COUNTRY WITH WHOM MEXICO HAS A CONVENTION TO AVOID DOUBLE TAXATION AND THE PREVENTION OF FISCAL EVASION, THE PARTIES AGREE THAT THIS ORDER SHALL BE SUBJECT TO THAT CONVENTION. IN ORDER TO EVIDENCE SELLER'S RESIDENCE FOR TAX PURPOSES AND THE APPLICABILITY OF THE CONVENTION: (I) AS OF THE DATE OF EXECUTION OF THIS ORDER, SELLER WARRANTS THAT IT HAS NEITHER A PERMANENT ESTABLISHMENT NOR A FIXED BASE FOR BUSINESS IN MEXICO, AS SUCH CONCEPTS ARE DEFINED IN THE CONVENTION; AND (II) SELLER SHALL PROVIDE TO BUYER A DULY ISSUED DOCUMENT FROM ITS NATIONAL TAX AUTHORITY FOR THE CURRENT TAX YEAR TO PROBE ITS RESIDENCE FOR TAX PURPOSES. IF FOR ANY CIRCUMSTANCES, XXXXXX DOES NOT PROVIDE BUYER WITH THE DOCUMENTS LISTED IN SUBPARAGRAPH (II) ABOVE, OR IF SELLER ESTABLISHES A PERMANENT ESTABLISHMENT OR FIXED PLACE OF BUSINESS IN MEXICO, SELLER UNDERSTANDS AND AGREES TO BE SUBJECT TO THE PROVISIONS OF THE APPLICABLE MEXICAN INCOME TAX LAWS, AND AGREES TO THE WITHHOLDING THAT WILL BE MADE BY BUYER UNDER SUCH LAWS, AS APPLICABLE. IN ADDITION, SELLER UNDERSTANDS AND AGREES THAT THE SCOPE OF THE CONVENTION MAY APPLY TO SOME SERVICES/SOFTWARE REQUESTED HEREIN, BUT NOT NECESSARILY TO ALL OF THE SERVICES/SOFTWARE UNDER THE SAME. FURTHER, SELLER UNDERSTANDS AND AGREES THAT IN ACCORDANCE WITH THE ABOVE CITED LAWS, BUYER SHALL WITHHOLD FROM PAYMENT OF INVOICES ANY APPLICABLE TAXES FOR SERVICES/SOFTWARE PERFORMED IN MEXICO THAT BUYER IS COMPELLED TO WITHHOLD. TERMINATION PROCEDURE NOTE IN ACCORDANCE TO SECTION 9.4 AND 10.3 OF THE GENERAL TERMS AND CONDITIONS OF THIS ORDER: FOR XXXXX NUMERAL (II), THE PARTY AT FAULT SHALL HAVE TWENTY (20) BUSINESS DAYS AFTER RECEIVING THE INITIAL NOTIFICATION OF BREACH FROM THE COUNTERPARTY. FOR XXXXX NUMERAL (III), THE COUNTERPARTY SHALL NOTIFY THE PARTY AT FAULT OF ITS DECISION WHETHER TO TERMINATE THE ORDER OR NOT FOR CAUSE WITHIN THE FOLLOWING TWENTY (20) BUSINESS DAYS AFTER THE EXPIRATION OF THE TERM ESTABLISHED IN XXXXX NUMERAL (II) OR THE DATE OF RECEPTION OF PARTY AT FAULT'S RESPONSE. WARRANTY NOTE IN ACCORDANCE WITH CLAUSE 11.1 OF THE GENERAL TERMS AND CONDITIONS OF THIS ORDER, SELLER WARRANTS TO BUYER EACH ITEM FOR (18) MONTHS FROM DELIVERY OR (12) MONTHS FROM INSTALLATION, WHICHEVER IS EARLIER. IN ACCORDANCE WITH THE CLAUSE 11.2 OF THE GENERAL TERMS AND CONDITIONS OF THIS ORDER, SELLER WARRANTS TO BUYER EACH ITEM FOR (12) MONTHS AFTER SERVICES HAVE BEEN SATISFACTORY ACCEPTED. | ||||
BY ACCEPTANCE OF THIS ORDER AND PERFORMANCE HERE UNDER THE SUPPLIER AGREES TO COMPLY FULLY WITH THE CONDITIONS OF PURCHASE STATED ON THE TERMS AND CONDITIONS SECTION INCLUDED AT THE END OF THIS ORDER AND HEREBY MADE A PART OF THIS ORDER. ORDER TOTAL AMOUNT: 445,200.00 | ||||
P.O. ACCEPTED BY XXXXXXX'X AUTHORIZED REPRESENTATIVE | ||||
SIGNATURE: EXECUTION DATE: | NAME: POSITION: | |||
PREPARED / AUTHORIZED BY: | ||||
PREPARED BY: XXXXX XXXXXXX PROCUREMENT ANALYST DATE 06/16/2020 | AUTHORIZED BY: XXXXXXXXX XXXXXX V.P. OPERATIONS XXXX XXX. 16, 2020 | |||
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PURCHASE ORDER PEMEX PROCUREMENT INTERNATIONAL, INC. ON BEHALF OF PETROLEOS MEXICANOS 00000 XXX XXXXXXX XXXX XXXXX, XXXXX 000 XXXXXXX, XX, XXX 00000 | PRINT DATE: 06/16/2020 | Page 6 of 11 |
* ORDER NUMBER | PPI-11-0-00110 | |
* REQUISITION No. | PMXC8000183746 | |
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PURCHASE ORDER PEMEX PROCUREMENT INTERNATIONAL, INC. ON BEHALF OF PETROLEOS MEXICANOS 00000 XXX XXXXXXX XXXX XXXXX, XXXXX 000 XXXXXXX, XX, XXX 00000 | PRINT DATE: 06/16/2020 | Page 7 of 11 |
* ORDER NUMBER | PPI-11-0-00110 | |
* REQUISITION No. | PMXC8000183746 | |
GENERAL TERMS AND CONDITIONS FOR ORDERS OF GOODS AND SERVICES 1. General 1.1 As used herein the terms “Buyer” shall mean the State Productive Enterprise of the Mexican Federal Government, subsidiary or affiliate, indicated on the notes section of this Order and/or Pemex Procurement International, Inc.; “Day” shall mean a calendar Day; “Business Day” shall mean any Day except Saturdays, Sundays and national public Holidays in the United States of America and in Mexico; “Incoterms” shall mean the international commerce terms published by the International Chamber of Commerce, in effect at the moment of acceptance of the Order; “Goods”: shall mean, among others, any components, assemblies, accessories, material, equipment, spare parts or software manufactured and/or delivered by authorized and qualified personnel of Seller, according to the scope specified in the Order; and upon acceptance of the offer; “Services” shall mean, among others, shop services, field services, including but not limited to, design, repairs, overhauls, maintenance work and/or training, installation commissioning, start up, inspection, technical assistance, leasing, work or technical Services rendered by authorized and qualified personnel of Seller, according to the scope specified in the Order and upon acceptance of the offer; “Items” shall mean the Goods and Services listed on this Order; “PPI” shall mean Pemex Procurement International, Inc. a Delaware corporation licensed to do business in Texas, herein acting on behalf of and as an agent for Buyer; “Seller” shall refer to the Seller indicated on this Order; “ Order” the instrument by which Buyer or PPI on behalf of Buyers requires specific quantities of Goods and/or Services and the contents on the notes section (“Notes”) of this Order, this General Terms and Conditions section (“GT”), and its annexes, which are all a part of the Order and agreed upon by the Parties. Buyer and Seller shall individually be referred to herein as a “Party”, and collectively, as the “Parties”. “Delivery Time” The specific calendar day that the Goods or Services are expected to arrive to the specified place of delivery. 1.2 Both Parties recognize the authority of their respective representatives to execute this Order. PRIOR ACCEPTANCE, THIS ORDER IS A BUYER´S OFFER TO PURCHASE THE GOODS OR TO CONTRACT THE RENDERING OF THE SERVICES DESCRIBED ON THE OF THE ORDER FROM SELLER. XXXXXX MUST ACCEPT THIS OFFER THROUGH WRITTEN UNCONDITIONAL ACCEPTANCE OF ALL THE TERMS AND CONDITIONS CONTAINED HEREIN BY SIGNING AND RETURNING A SIGNED COPY OF THIS ORDER, OR BY DELIVERING TO BUYER A WRITTEN NOTICE OF ACCEPTANCE MAKING REFERENCE TO THE ORDER at which point, this Order shall become a binding contract between the Parties. The Order shall constitute the entire agreement between the Parties herein, and all prior negotiations, proposals, letters of intent, request for bid, quotations and writings of any kind pertaining to the Order or the subject matter thereof shall be superseded and supplanted thereby. Seller understands and agrees that any additional or different terms contained in Seller’s acceptance or confirmation shall not be a part of the Order and shall not be binding on the Parties, unless and until Xxxxx expressly agrees by subsequent written instrument or amendment. The object of the Order is limited to the transaction described on the Order. Notwithstanding anything to the contrary herein, Xxxxx shall have the right to withdraw this offer at any time prior to acceptance from Seller, without incurring any liability whatsoever. 1.3 The term of the Order shall commence upon acceptance of the Order by the Seller, until total fulfillment of Seller’s and Buyer’s obligations there under. 1.4 Except for Xxxxx’x shipping instructions provided in the Notes, in case of discrepancy among the contents of this GT, the Notes and the annexes, the order of prevalence shall be as follows: this GT, the Notes, and the annexes. 1.5 No amendments to the Order (“Change Order”) shall be binding unless agreed to by the Parties in writing. In no event shall Seller deliver or render Items other than those specifically indicated in the Order, without the specific written authorization from Buyer. In consequence, no payment or allowance whatsoever shall be made to Seller for any extra Items delivered or rendered by Seller without written approval of Buyer in a Change Order. Acceptance of Change Orders by Seller shall take place in the same way as for this Order. 1.6 No obligations or rights of the Order shall be assigned or delegated in any manner by Seller without prior written consent from Buyer. 1.7 Seller agrees that the Delivery Time set forth on the Order is of the essence for the performance of this Order. 1.8 Seller agrees to deliver and/or render each Item in accordance with this Order, on or before the Delivery Time indicated on the Order. In the event that a period of time and not a specific date is indicated on the Order, such period of time shall commence on the date that the Order is accepted as provided for in section 1.3 herein. 1.9 In the event Seller fails to timely comply with its obligations in accordance to this Order, for reasons not attributable to Buyer, Seller shall be liable to Buyer for, and Buyer shall have the right to request from Seller, liquidated damages in the terms specified on the Order and the Notes. 1.10 Buyer at its discretion shall be entitled to forthwith deduct from Seller the accrued applicable liquidated damages from any outstanding invoice. In the event there are no outstanding invoices, within five Days of request from Buyer, Seller shall issue a check for the benefit of Buyer or an electronic transfer for the amount of the accrued liquidated damages. 1.11 Risk of loss and transfer of title of Items, shall pass to Buyer upon its delivery according to the applicable incoterms agreed by the Parties upon the Items and/or Services have been satisfactorily received and/or accepted by Buyer in accordance with this Order. 1.12 Buyer and PPI’s anticorruption policy related to the programs of compliance, legal compliance and due diligence is available to Seller on the websites: xxxx://xxx.xxxxx.xxx/xxxxx-x-xxxxxxxxxx/Xxxxxxxxx/xxxxxxxxx-x-xxxxxxxxxxxx-xxxxxxxxxxxxxx-00000000.xxx xxxxx://xxx.xxxxx.xxx/xxxxx-x-xxxxxxxxxx/xxxxx/Xxxxxxxxx/xxxxxx_xx_xxxxx_000000.xxx xxxx://xxx.xxxxx.xxx/xxxxxx/xxxxx_xxxxxxxxx/Xxxxxxxxx/xxxxxxx/xxxxxx-xxxxxxxx_00000000.xxx xxxx://xxx.xxxxx.xxx/xxxxx-x-xxxxxxxxxx/xxxxx/Xxxxxxxxx/XxxxxxxxXX0000-xxxxx.xxx And, Seller is obligated to know the content of these policies and avoid any acts that are not in compliance with it. Seller’s anticorruption policy related to the programs of legal compliance is available to Buyer and PPI in printed form and available on the Effective Date. Buyer and PPI are obligated to know the content of this policy and avoid any acts that are not in compliance with it. If Seller does not have its own anticorruption policies, Seller will adhere to the Buyer’s and PPI’s corruption policy. Seller is obligated to know the content of this policy, follow and comply with it. Additionally, Seller shall develop its own anticorruption policies and provide a copy to Buyer and PPI within ninety (90) days after the Effective Date. 2. EXPEDITING 2.1 15 Days prior to the agreed Delivery Time or within a reasonable time if the delivery time is less than 15 Days, Seller shall inform in writing to Buyer when and where the Items will be ready for inspection, if applicable, or shipping. 2.2 The delivery of the Goods hereunder shall be deemed made when Seller fulfills its obligation to deliver in accordance with the applicable “Incoterms” or as otherwise indicated on the Order. 3. INSPECTION 3.1 If applicable, as stated in the corresponding Notes of the Order, Buyer or its designees shall have the right upon prior written notification during normal business hours to inspect Seller’s facilities and the manufacturing process of the Goods and/or performance of the Services. Any such inspection shall be in addition to and not in lieu of Buyer’s right to inspect the Items after completion and delivery by Seller. 3.2 Upon Xxxxx’x request, Seller shall, at no further cost to Buyer: (a) grant Buyer or Buyer’s agents the right to witness all tests or inspections performed with respect to the Items by Seller, Seller’s agents or by the manufacturer of the Items or to review the results of tests conducted by Seller and furnish Buyer in writing with all results of such tests or inspections; and (b) furnish Buyer with periodic progress reports in writing, accurately describing the actual progress of Xxxxxx’x performance hereunder and anticipated completion dates. 3.3 Failure to make any inspection or issuance of payment for any Item shall not be deemed a waiver of Buyer for any defects or an acceptance of any nonconformity of any Item. 4. PACKAGING 4.1 Unless otherwise specified in the corresponding Notes of the Order, all Items shall be packed by Seller in a manner that ensures their maximum protection from normal vibrations, abrasions, handling by mechanized machinery, if applicable, and any other condition the Goods might encounter in the course of normal handling during transit. Such packaging shall at least meet all requirements and specifications of the applicable last edition freight classification (National Motor Freight Classification or equivalent). Buyer shall not accept packaging or transportation charges which have not been previously authorized by Xxxxx in writing. 4.2 Seller agrees not to pack Items destined for one “Ship to” location in packages with Goods destined for another “Ship to” location. Seller further agrees not to pack Items of the Order in packages with Goods of other purchase orders issued by Buyer to Seller and shall pack all such Goods separately. 4.3 Buyer reserves the right to reject any and all packages not accompanied by Seller’s packaging list. Should Buyer accept such packages, Xxxxx’x count will be accepted as final and conclusive, regardless of the period of time that might have elapsed between the time of delivery by Seller and the time when such count is ultimately performed by Xxxxx. 5. SHIPPING AND CUSTOMS 5.1 (a) Seller shall comply with the “Incoterms”, the Delivery Terms and “Shipping Instructions” established on the Order, the Notes and the conditions indicated on therein. (b) When applicable, if indicated in the Notes, prior to making any shipments Seller shall first obtain from PPI “Shipping Instructions” and authorization to ship; and (c) Seller shall confirm in writing all shipping dates to Buyer or PPI. In the event of a conflict between the Delivery Terms on the Order and the “Shipping Instructions” on the Notes, the terms of the “Shipping Instructions” shall prevail. If Items not actually shipped are included in any invoice, all customs duties and related charges related to such Items thereto will be paid by Seller. 5.2 Demurrage, detention, storage or other charges incurred while the Items are at the port of entry, due to lack of required documentation attributable to Seller will be charged to Seller or deducted from its invoices at the time of payment. In addition, the shipment shall not be deemed as received according to the terms of the Order, when lack of required documentation persists. 5.3 Partial shipments or deliveries are expressly prohibited unless agreed by the parties in writing Seller shall forward to the location indicated in Buyer’s “Shipping Instructions” all documents necessary to clear the Goods through Customs, at no additional cost to | ||
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PURCHASE ORDER PEMEX PROCUREMENT INTERNATIONAL, INC. ON BEHALF OF PETROLEOS MEXICANOS 00000 XXX XXXXXXX XXXX XXXXX, XXXXX 000 XXXXXXX, XX, XXX 00000 | PRINT DATE: 06/16/2020 | Page 9 of 11 |
* ORDER NUMBER | PPI-11-0-00110 | |
* REQUISITION No. | PMXC8000183746 | |
balance; 9.3 In the event Buyer elects to terminate the Order under any of the events of section 9.1 herein, Buyer shall have the right to retain any one or more Goods and/or Services delivered to it under the Order and pay the contract price thereof or to reject any or all Goods and/or Services tendered or delivered. In the event Buyer rejects any Item, Buyer shall have no liability to Seller for the price of such rejected Item, and Seller shall promptly refund Buyer for any advance payments and/or any incurred costs with respect to rejected or undelivered Goods and/or Services, if any. It is expressly agreed that the enumeration of the Buyer’s termination rights herein shall be in addition to and not in lieu of any other rights Buyer may have against Seller for breach of contract in law or in equity. 9.4 In the event that Seller defaults in the performance of any of its duties or obligations under this Order, Buyer may terminate the Order or a portion thereof, according to 9.2 (iii), as follows: (i) Buyer shall notify Seller of the occurrence of such breach. (ii) Seller shall within the term specified in the Termination Procedure Note included in the face of the Order, present to Buyer all the documents and elements to prove that no breach occurred or that it was not attributable to Seller. (iii) Upon receipt of Seller’s response or if no response is provided at the expiration of the term specified in the Termination Procedure Note, Buyer, at its sole discretion, will determine if the Order shall be terminated for cause. Buyer shall notify Seller of such decision within the term specified in the Termination Procedure Note included in the face of the Order. 9.5 Notwithstanding anything to the contrary herein, Buyer shall have the right to terminate partially or totally the Order at any time, without incurring any liability whatsoever. On the date of termination, Seller shall discontinue all work pertaining to the Order, shall place no additional orders and shall preserve and protect Items on hand purchased for, or committed to the Order, work in progress and completed work, both in its own and in its Sellers’ facilities pending Buyer’s instructions, and shall dispose of same in accordance with Buyer’s instructions. Termination payment to Seller, if any, shall be equal to expenditures actually incurred by Seller for labor and materials not otherwise recoverable through sales of the Items and materials to a third party, as substantiated by documentation satisfactory to and verified by Buyer; disposition of work and material on hand; and amounts previously paid by Buyer, if any. In this event, Seller shall promptly refund to Buyer any funds received in excess of the amount of the termination payment determined as specified herein. 10. RIGHT OF SELLER TO TERMINATE THE ORDER FOR CAUSE 10.1 Seller may terminate the Order upon the Buyer’s breach to the following obligations: a) Buyer fails to comply with its obligations to pay Seller as stated herein and in the Order. b) Buyer fails to grant access to Seller to Buyer’s facilities in accordance with the Order. c) In the event of a revocation or cancellation of any permit or governmental authorization to Buyer needed to comply with its obligations under this Order. d) Xxxxx fails to perform any Material provision of this Order, in which case the total liability of Buyer shall not exceed the total amount of the Order minus the previously amount paid to Seller, therefore the Seller waives its right to any claim that exceeds the total amount of the Order. 10.2 Upon default of Xxxxx’x obligations hereunder and upon prior written notice, in addition to any other right conferred to Seller hereunder or otherwise available under applicable law, Seller shall have the right to (i) demand Buyer’s specific performance of the Order; and/or (ii) initiate the procedure for termination of the Order. 10.3 In the event that Buyer defaults in the performance of its obligations specified under section 10.1 of this Order, Seller may terminate the Order as follows: (i) Seller shall notify Buyer of the occurrence of such breach. (ii) Buyer shall within the term specified in the Termination Procedure Note included in the Order, present to Seller all the documents and elements to prove that no breach occurred or that it was not attributable to Buyer. (iii) Upon receipt of Buyer’s response or if no response is provided at the expiration of the term specified in the Termination Procedure Note, Seller, at its sole discretion, will determine if the Order shall be terminated for cause. Seller shall notify Buyer of such decision within the term specified in the Termination Procedure Note included in the Order. 11. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 11.1 Seller warrants to Buyer that all Goods will be new, merchantable, as required in the Order. In addition, Seller warrants to Buyer that for the time specified on the Order following delivery, the Goods (i) shall be free from defects in manufacture, materials and design; (ii) shall function properly under intended, ordinary and proper use; and (iii) shall comply with the latest applicable engineering, design, manufacturing, materials, electrical, fire or safety standards codes or specifications of the country where such Items are manufactured and of mutually accepted quality certifying organizations, unless other standards, codes or specifications have been required. Any breach of any warranty for Goods shall be remedied by Seller by the repair or replacement of the defective or non-conforming Goods at no charge to Buyer (including but not limited to installation and transportation of the Goods back and forth, if FCA delivery is agreed), in a timely and professional manner by qualified personnel. If Seller is unable to make such repairs or replacements in a timely fashion, Buyer may elect to perform such repairs or replacements, and Seller shall reimburse to Buyer any charges. If the Goods to be replaced are out of the market at the time of replacement, Seller could provide instead upgraded Goods that fulfil or exceed the required technical specifications and are of the same or higher value than the original ones, subject to the technical validation of the Buyer. 11.2 Seller warrants during the same period of time indicated therein, that all Services performed hereunder shall be free from defects in materials and workmanship and will conform to the requirements of the Order and agrees to correct any Services which are shown to have been performed in a faulty or defective manner or not in accordance with the manufacturer's specifications, upon written notice. Seller warrants that the Services rendered hereunder shall be performed by Seller’s personnel who is adequately trained, skilled, and equipped to perform such Services in a competent, diligent, professional, good and workmanlike manner. Any breach of the warranty for Services shall result in one or more of the following remedies: (i) that the Services shall be re-performed in a timely and professional manner by qualified personnel of Seller, at no charge to Buyer (including but not limited to lodging and transportation of personnel), (ii) an equitable adjustment in the price if so required by Buyer or (iii) if Seller is unable to re-perform the Services in a timely fashion, Buyer may elect to re-perform such Services, and Seller shall reimburse Buyer for any charges in connection therewith. 11.3 Seller warrants to Buyer that no law, regulation or ordinance of the country where the Items are manufactured or exported, or of Mexico or of any political subdivision or agency thereof, has been violated in the manufacture, procurement, export, import, transportation or sale of any Items furnished hereunder. Seller warrants to Buyer that it has been informed by the Buyer of the restrictions that Mexican Law imposes on the Buyer for entering into contracts with Sellers. In such regard, Seller declares that neither it nor any of its shareholders, subsidiaries, affiliates or the like, are under any of the restrictions for entering into contracts applicable to Buyer. 11.4 Seller shall procure, at its sole cost and expense, the necessary permits, certificates and licenses required by applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or required by any duly constituted public authority having jurisdiction. 11.5 Seller shall be solely responsible for rendering the Services and/or delivering the Goods and shall comply at all times with any and all applicable federal, state and local environmental and industrial safety laws, rules and guidelines issued by the corresponding authorities and, when applicable, with Buyer’s instructions and internal guidelines which shall be requested by Seller to Buyer. Seller shall be responsible for any damages caused by its failure to comply with the above. Buyer’s instructions and internal guidelines mentioned in this section shall be deemed an annex for order of prevalence purposes. 11.6 Xxxxx and Seller agree that their total liability with each other for failure to comply with their contractual obligations will not exceed: (i) the total amount of the Order; or, (ii) where there are damages to the equipment involved that exceed the value of the Purchase Order, the replacement value of the equipment involved (including transportation and installation charges). The provisions herein shall not limit Seller’s responsibilities with respect to delays in delivery. The provisions herein shall not limit Seller’s responsibilities with respect to delays in delivery. Notwithstanding the foregoing, any claims, damages, costs and expenses of any kind and nature arising out of a breach of contract (“Damages”) that either Party causes to the other or to third Parties due to its negligence or willful misconduct related to this Order, shall be borne by the Party at fault. Neither Party shall be liable to the other Party for damages caused without negligence or willful misconduct. Xxxxx and Xxxxxx further agree that neither Party shall be liable to the other for any consequential, incidental or indirect damages arising out of this Order, including claims based on loss of profits or revenue no matter how arising whether in contract, tort (including negligence), strict liability or any other legal or equitable theory. Both parties further agree to comply with the current applicable environmental regulations. Each Party hereto shall be solely responsible for all labor related liabilities, personal injuries or property damage of its own employees, agents, contractors, subcontractors and the like under this Order, unless directly attributable to the other Party. 11.7 Seller warrants to Buyer full, clear and unrestricted title on the Items furnished in performance of the Order, free of any and all liens, claims, restrictions, reservations, security interests and encumbrances. Buyer reserves the right to reject any or all Items which are “in bond” for customs purposes, when delivered to Buyer. 12. TAXES 12.1 Except as otherwise provided in the Order, each Party shall bear and pay all taxes, charges, withholdings, fees levies, tariffs and duties of any kind or nature, now existing or which may hereafter come into effect, imposed on such Party or its agents, sub-contractors, officials or employees in connection with the Order. If repair Services or similar Services are the subject matter of the Order, it is understood that Seller shall be responsible and shall pay for and/or indemnify Buyer for any and all taxes imposed to Buyer, including without limitation, import or export custom duties, as the case may be, and any property taxes imposed on Buyer’s assets located temporarily outside Mexican territory. Orders for the rendering of technical Services in Mexico, licensing of software or acquisition of the same, including maintenance, shall be subject to withholding of applicable taxes in accordance with the provisions of the applicable Mexican tax laws. 12.2 If the provisions of a Convention to avoid double taxation and prevent fiscal evasion are applicable, and the Convention is invoked by Seller, then the provisions of such Convention shall prevail as long as Seller provides all the information requested by Buyer or PPI in a timely manner. If in accordance with the Mexican income tax laws Seller has created a permanent establishment or fixed place of business in Mexico, Seller shall register as such with the proper authorities and present invoices in compliance with the applicable Mexican tax laws. 13. GOVERNING LAW | ||
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PURCHASE ORDER PEMEX PROCUREMENT INTERNATIONAL, INC. ON BEHALF OF PETROLEOS MEXICANOS 00000 XXX XXXXXXX XXXX XXXXX, XXXXX 000 XXXXXXX, XX, XXX 00000 | PRINT DATE: 06/16/2020 | Page 10 of 11 |
* ORDER NUMBER | PPI-11-0-00110 | |
* REQUISITION No. | PMXC8000183746 | |
13.1 The laws of the State of Texas, excluding any conflict of laws rules that would require otherwise, shall apply to and govern the interpretation, performance and enforcement of this Order. 13.2 The Parties hereby agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Order, nor shall it have any application to the interpretation, performance or enforcement of the Order. It is understood that compliance with such Convention is hereby expressly waived by the Parties. 14. DISPUTE RESOLUTION 14.1 Technical or Operational Controversies. The Parties shall use commercially reasonable efforts to promptly resolve any claims, disputes or controversies regarding technical or operational matters that arise under this Order and that the Parties mutually agree are technical or operational in nature or that are found to be technical or operational in nature. Upon receipt by a Party of notice of any claim subject to this section 14.1 from the other Party, the representative of Buyer and a representative of Seller shall first meet to discuss such claim. If such representative of Buyer and such representative of Seller are unable to resolve such claim within 10 (ten) Business Days after submission of such claim to such representative of Buyer and such representative of Seller, either Party may submit such claim for resolution by an independent expert (the “Independent Expert”). The Independent Expert must be a person of recognized standing competition in the subject matter of the Order. The Party wishing to submit a dispute to the decision of the Independent Expert shal propose to the other Party 3 (three) candidates of Independent Experts, so that, if the receiving Party accepts the procedure, the receiving Party shall select the Independent Expert from among them within 5 five Business Days, on the understanding that no Party may nominate an expert who is a member of a related company or in any way related to such Party. Within fifteen (15) Days after the Independent Expert has been appointed in accordance with the provisions of this section, each Party shall provide the Independent Expert with the information it possesses in relation to the matter in dispute. The Independent Exper may convene one or more meetings with the Parties, whether jointly or separately, in order to establish the specific points in dispute and may request such additional information as may be necessary. The Independent Expert shall issue its decision within 60 (sixty) Days from its designation, unless the Parties and the Independent Expert agree otherwise. The decision of the Independent Expert with respect to such technical or operational claim shall be final and binding on the Parties. Each Party shall pay its own costs, and the costs of the Independent Expert in connection with such proceeding shall be borne equally by the Parties. 14.2 Other Controversies. The Parties shall use commercially reasonable efforts to promptly resolve any claims, disputes or controversies that are not technical or operational in nature, including claims regarding commercial or legal matters. In the event that a commercial or legal dispute arises between the Parties, any of each may provide in writing, within 20 (twenty) days, its intention to Mediate the matter to the other Party. If no agreement to Mediate is reached by the Parties in the following 20 (twenty) days after notice has been provided, all claims, including whether a claim constitutes a technical, Legal, commercial or operational claim, shall resolved by arbitration in accordance with and subject to the Arbitration Rules of the American Arbitration Association (“AAA”). The place and legal seat of the arbitration shall be Houston, Texas. The language of the arbitration shall be English. The Party desiring arbitration shall notify the other Party in writing of the matter to be arbitrated and the name of the arbitrator selected by said Party. Within the following 5 Business Days after receipt of such notice, the other Party shall appoint an arbitrator and shall forthwith notify the first Party of such appointment. After confirmation by the American Arbitration Association, the two arbitrators so named shall within the following 5 Business Days appoint, in writing, a third arbitrator. Should such arbitrators fail to agree upon a third arbitrator, within the following 5 Business Days, he/she shall be appointed by the AAA. Pending a decision by the arbitrators, both Parties agree to take no action which may upset the status quo or prejudice the respective positions of the Parties in respect to the matter in controversy. Any awards granted by the arbitration panel shall be final and binding upon both Parties and not subject to appeal. Each Party agrees that the award may be enforced in any court of competent jurisdiction. The costs of the arbitration proceedings (including attorney’s fees and costs) and any judicial costs, if applicable, and other proceedings shall be borne by the Party in default. The arbitration panel shall include in its award its allocation among the Parties of the costs, fees, and expenses related to such arbitration. The Parties agree to use all possible measures to keep the existence of any claim hereunder and any and all information concerning any arbitration proceedings and any and all awards and other decisions strictly confidential, except: (i) to the extent necessary to enable either Party to properly exercise or enforce its rights under this Order or under any awards or other decisions rendered by the arbitration panel or (ii) to the extent required by applicable laws or by regulations of any stock exchange or regulatory authority or pursuant to any order of a governmental authority. 15. MISCELLANEOUS 15.1 Except as otherwise provided, neither Party shall be liable for loss, damage, claims or demands of any nature arising out of delays or defaults in performance under the Order due to force majeure, which shall include, but not be limited to: acts of God or of the public enemy; floods or fire; hostilities or war (whether declared or undeclared) terrorist acts; blockade; labor disturbances, strikes, riots, insurrection or civil commotion; quarantine restrictions, pandemics or epidemics; earthquakes; hurricanes, tides, frosts, storms, bad weather or other forces of nature; accidents; breakdown or injury to producing or delivering facilities; or law, decrees, regulation, orders or other directives or actions of either general or particular application of a port or custom authority or any governmental authority or agency thereof or of a person or authority purporting to act thereof, or request of any such person or authority. It is expressly understood that if Seller’s supply is interrupted, Seller shall be obligated to seek alternative sources of supply to sell the Items to Buyer. If, as a result of force majeure, Seller at any time does not have available a sufficient amount of Goods to supply Buyer and any other customers to which Seller may have commitments to sell Goods, Seller shall be obligated to prorate the Items available to it for sale among its customers, including Buyer. In the event that either Party hereto is rendered unable, in whole or in part, to carry out its obligations under this Contract and/or Purchase Order due to a force majeure event, such Party shall give notice and details of the force majeure event in writing to the other Party within the following five (5) Business Days after its occurrence. In case of force majeure, the obligations of the Parties shall be suspended during the continuance of any inability so caused. If such suspension continues for a period of more than one hundred and twenty (120) Days, either Party shall have the right to terminate the corresponding Purchase Order in whole or in part, without incurring any liability whatsoever. 15.2 Buyer reserves the right to suspend and/or reinstate Services or the delivery of Goods covered by an Order in whole or in part. Any instructions for suspension or reinstatement shall be issued by Buyer to Seller in writing. The Delivery Time shall be extended for a period equal to the execution time lost by reasons of the suspension. Seller shall notify Buyer if any additional costs are incurred as a result of the suspension, and if any additional time is required to complete the Services and deliver the Goods requested. However, in any case, Seller shall take all necessary measures to minimize or mitigate the costs associated with the suspension, included, but not limited to, the return of personnel to headquarters (if applicable) If the suspension causes additional cost and/or time for performance, a Change Order shall be issued by Buyer in accordance with section 1.5 Seller shall be entitled to request from Buyer evidence of acceptance in writing , in order to invoice for the Services performed and the corresponding Goods delivered before the date of suspension. 15.3 Seller shall not have any rights to suspend this Order for convenience. 15.4 Any information disclosed orally or in writing by the Parties herein in connection with this Order, including the Order itself (“Information”) shall be treated as confidential by the receiving Party. The receiving Party shall not disclose the Information to anyone except its officers, and employees with a specific need to know for purposes of this Order and subject to the confidentiality obligations herein. The receiving Party shall protect the confidentiality of such Information with the same degree of care it uses to protect its own confidential information. However, the receiving Party shall not be subject to any restriction hereunder with respect to any Information: (i) which is in the public domain at the time of disclosure or thereafter becomes generally known to the public through no fault of the receiving Party; (ii) which is independently developed by the receiving Party without use of the Information; or (iii) is required by law, court or administrative order to be disclosed, in which case the Party required to disclose the Information shall promptly notify the other Party of such request to allow said Party to act accordingly and protect its Information. The provisions of this section shall survive the termination or expiration of this Order. 15.5 The Parties acknowledge that Seller and all of its employees, officers, directors and representatives may be subject to the applicable legislation or international convention to prevent and deter any type of illegal and corruption practices (Anticorruption Provisions). Seller warrants that it has made itself familiar with and fully understands the content and extent of such Anticorruption Provisions. Seller further warrants and agrees that it and all who act on its behalf will fully and faithfully comply with all requirements of the Anticorruption Provisions, as the same may hereafter be amended from time to time, in connection with all of its activities under or in respect of this Order. Specifically, Seller warrants and agrees that neither it, nor anyone acting on its behalf, will pay or give anything of value to any employee or representative of Buyer, with the knowledge that the payment, promise or gift, in whole or in part, will be passed on to any of the foregoing in order to influence an official act or decision that will assist Seller in securing an improper advantage or in obtaining or retaining business or in directing business to any other person or entity. Seller acknowledges that no employee, officer or other representative of Buyer is authorized to waive Seller’s compliance with this section. Should Seller fail to comply with the provisions herein, it shall immediately notify Buyer in writing of any gifts, commissions, payments, offers or promises (“Concessions”) that may be requested by any employee or representative of Buyer or given/offered by Seller, its affiliates, subsidiaries, agents, intermediaries or by any company or person associated with or in any way related to Seller or contracted by it, to any employee or representative of Buyer, indicating the name of the employee or representative and the type and amount of the Concession requested or given in relation to the execution of this Order. In the event of breach of the provisions of this section by any of the Parties, the non-breaching Party shall have the right to terminate the Order and demand compensation for the damages caused by the non-compliance. A breach of the obligations referenced in this section shall be deemed a material breach. 15.6 Should any term or condition of the Order be declared unlawful, invalid or unenforceable, the validity or enforceability of the remainder shall remain unaffected thereby. 15.7 Any rights and remedies in favor of the Buyer contained herein may be enforced by either Xxxxx, at the sole discretion of Buyer. 15.8 No term or provision of the Order and these GT shall be deemed waived by Xxxxx and no breach excused, unless such waiver or consent shall be in writing and signed by the Parties. 15.9 Should one of the Goods be improved (superseded) by Seller, Seller shall notify Buyer, and obtain from Buyer the validation in writing of said improvement, in the understanding that those superseded Goods shall comply with the same function, fit, performance and price of the original Goods requested in the Order. Should one of the Goods become obsolete, Seller shall notify promptly to Buyer to remove the Goods from the Supply Order; or, if Services were required, when Seller’s personnel is not qualified or does not have the necessary experience to comply with the requirements of the Order, or the Services do not comply with the terms of the Order. 15.10 If Services are to be provided at Buyer’s facilities, Seller shall be obligated to comply with all obligations with respect to health, safety and the environment included in (i) Annex SSPA and (ii) all regulations and provisions issued by any Mexican Governmental Authority. 15.11 Nothing herein shall be deemed to cause this Contract to create an agency, partnership, or joint venture between the Parties herein, or any of its directors, officers or employees thereof, nor shall it create any other form of legal association that would impose liability upon one Party for the act or failure to act of the other. The Parties acknowledge and agree that Seller will render the Services hereunder as an independent contractor, and that Xxxxxx is not an agent or employee of Buyer. As an independent contractor, the mode, | ||
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PURCHASE ORDER PEMEX PROCUREMENT INTERNATIONAL, INC. ON BEHALF OF PETROLEOS MEXICANOS 00000 XXX XXXXXXX XXXX XXXXX, XXXXX 000 XXXXXXX, XX, XXX 00000 | PRINT DATE: 06/16/2020 | Page 11 of 11 |
* ORDER NUMBER | PPI-11-0-00110 | |
* REQUISITION No. | PMXC8000183746 | |
manner, method and means employed by Seller in the completion of the Services shall be under the sole control and direction of Seller. Any persons employed or subcontracted by Seller to perform any part of Seller’s obligations hereunder shall be under the sole control and direction of Seller and Seller shall be solely responsible for all liabilities and expenses thereof. 15.12 If, by reason of the execution of this Order, the Seller infringes on intellectual property rights of a third party, Seller shall indemnify, defend, and hold or Buyer harmless from any actions, claims, losses, awards, penalties, fines, interest, costs, liabilities, damages, deficiencies, settlements, judgments, lawsuits, expenses and disbursements, of any kind and nature whatsoever, related in any way to a breach of the warranty set forth herein. The Seller will assume control of the defense of the claim and of any negotiation or conciliation. The Seller agrees to inform Xxxxx with respect to the necessary defense means and strategies, without restricting the powers of Petróleos Mexicanos, its State Productive Enterprises and affiliates to exert its defense. 15.13 Notices. All notices, requests, and other communications between the Parties herein shall be made only in writing and will be deemed to have been duly given only if delivered: (i) personally; (ii) by certified courier (return receipt requested); or (iii) email (with delivery and read receipt or confirmation of delivery in writing), at the addresses or emails, indicated in the corresponding Notes. Notices, requests, and other communications will be deemed given upon, the first to occur of, such item having been: (i) delivered personally to the address provided above; (ii) delivered by confirmed receipt by the named recipient; (iii) delivered by courier service (return receipt requested); or (iv) confirmation of receipt and read has been obtained from the recipient’s email address provided above. Any Party from time to time may change its address, email address, or other information for the purpose of notices to that Party by giving notice specifying such change to the other Parties. 15.14 Ethics and Concessions. The Parties acknowledge that they and all of their employees, officers, directors and representatives are subject to the United States Foreign Corrupt Practices Act (“FCPA”) or the current applicable Mexican Law regarding liabilities incurred by public servants and that, accordingly, all of the parties’ activities under or in connection with this Purchase Order are subject to the requirements of the FCPA or current Mexican applicable Law regarding liabilities incurred by public servants and, therefore, the Parties warrant that they have made themselves familiar with and fully understand the FCPA or current Mexican applicable Law regarding liabilities incurred by public servants. The Parties further warrant and agree that they and all who act on their behalf will fully and faithfully comply with all requirements of the FCPA or current Mexican applicable Law regarding liabilities incurred by public servants, as the same may hereafter be amended from time to time, in connection with all of their activities under or in respect of this Purchase Order. Specifically, the parties warrant and agree that neither they, nor anyone acting on their behalf, will pay or give anything of value to any employee or representative of PPI or Buyer or Seller, with the knowledge that the payment, promise or gift, in whole or in part, will be passed on to any of the foregoing in order to influence an official act or decision that will assist PPI and Buyer or Seller in securing an improper advantage or in obtaining or retaining business or in directing business to any other person or entity. The parties acknowledge that no employee, officer or other representative of PPI or Buyer or Seller is authorized to waive a party’s compliance with this section. Should the parties fail to comply with the provisions herein, they shall immediately notify the other Parties in writing of any gifts, commissions, payments, offers or promises (“Concessions”) that may be requested by any employee or representative of another Party or given/offered by its affiliates, subsidiaries, agents, intermediaries or by any company or person associated with or in any way related to the Parties or contracted by it, to any employee or representative of the Parties, indicating the name of the employee or representative and the type and amount of the Concession requested or given in relation to the execution of or the issuance of the Order. 15.15 Support to the Community and the Environment. If Xxxxx “PACMA” is applicable under the Notes of the Order, Xxxxxx agrees to comply with the provisions, terms and scope specified in said Annex which shall be attached to the Order. The contribution tha corresponds in terms of said Annex “PACMA” shall be allocated to programs, works and/or actions that contribute to obtain Social License to Operate, and preferably shall be applied in the area of influence of the services or works or where PEMEX determines and that contribute to human development and environmental sustainability of the communities that are within that area. The adjustments for breach of the Key Performance Indicators that will measure the performance of the assigned Work Document (referred to in the Annex as “cedulas”), shall be calculated as set out in Annex PACMA. If the parties agree extensions to the amount of the contract, SELLER agrees to provide the corresponding percentage in terms of Annex PACMA regarding the extended amount. 15.16 Supplier’s Support during Audits to Buyer or PPI. Seller shall deliver all the information and documentation required by Buyer with respect to this Order, to respond to audits carried out by the Internal Audit or other auditing authorities to Buyer or PPI, within the scope of its functions. Said information shall be delivered to the Internal Audit or auditing authorities through Buyer, to comply on time with such auditing procedure. In addition, Seller shall, as required by applicable law and accounting norms, maintain books and records regarding prices and expenses related to the compliance with its contractual obligations defined herein. Seller shall maintain and provide the information, during the validity of the Order, or during such period of time defined by the applicable law for tax purposes, as long as such information is required by Buyer or PPI to comply with their obligations with the Internal Audit or other auditing or judicial authorities. 15.17 Headings and references used herein are for reference purposes only and shall not govern the construction of the Order and these general terms and conditions. 16. ADDITIONAL TERMS FOR BLANKET ORDERS 16.1 The Seller agrees to provide the Goods and perform the Services under this Order in accordance with the Supply Order issued by Buyer under the scope of this Order. 16.2 Buyer may issue to Seller through mail, courier service, or any other electronic means that ensures its reception, during regular Business Days and hours, normally Monday through Friday, one or more orders for Goods or Services (each a “Supply Order”) to a representative of Seller. Each Supply Order shall contain the specific scope of Goods and Services requested and may also include other relevant information that may be necessary for Buyer but is not contrary to GT of this Order. The Supply Order is the exclusive instrument to be used by Buyer and shall be governed by the Order and GT set forth herein, which shall be considered incorporated therein by reference, whether or not this Order is expressly referenced in the text of the Supply Order. Seller agrees that the Supply Order that Seller will receive may not be manually signed and understands that the issuance through HITEC indicates that it has been fully authorized by Buyer. 16.3 Buyer may withdraw a Supply Order prior to its acceptance, without incurring in any liability whatsoever. Supply Order issued in accordance to the terms and conditions of this Order shall be deemed accepted when received by Seller, via e-mail through the HITEC system. If the Supply Order does not reflect the terms and conditions herein, Buyer shall issue a Change Order to the Supply Order to reflect the needed change(s). Any person that Seller designates to receive the Change Order shall be deemed fully authorized to act on Seller’s behalf. 16.4 The Parties may agree to changes that do not affect the scope originally included in the Supply Order, which change shall be made through a written Change Order. No payment or allowance whatsoever shall be made to Seller for any extra Goods delivered or extra Services performed by Seller without written approval of Buyer in a Change Order. Acceptance of Change Orders by Seller shall take place in the same way as for Supply Order. 16.5 Changes to any Goods of a Supply, shall be issued through the HITEC system, in the understanding that no change may affect the conditions established in this Order; because changes of such nature shall be considered non-existent for all legal purposes of this Order. 16.6 It is expressly agreed that Xxxxx is not obliged to exhaust the maximum budget stated in this Order. Buyer shall only be obligated to contract the minimum amount set forth in this Order. Once the minimum amount has been reached, Buyer shall have the option, at its sole discretion, to continue requesting Goods and/or Services up to the maximum amount established in this Order or terminate this Order without incurring in any liability whatsoever for such termination, or for the amounts set out in this Order in excess of the minimum amount set forth herein. Version Dated 11/14/2019 - FOR INTERNAL USE ONLY - | ||
INFORMACION PRESUPESTAL: | ||
CENTRO GESTOR: 32210008 POSICION FINANCIERA: 228460600 FONDOS: PARTIDAS: 1-2 | ||
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