Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE

CUPRUM FAB, S.A. DE C.V.

 

 

  1. DEFINITIONS

  • Cuprum: Cuprum FAB, S.A. de C.V.
  • Customer: Individual or entity ordering or receiving Products from Cuprum.
  • Product: Products, goods and services to be delivered or provided by Cuprum to Customer.
  • Quotation: The offer or proposal of sale of Products issued by Cuprum to Customer, setting forth technical, commercial and financial terms and conditions of sale, which incorporates these Terms of Sale.
  • Party: Customer or Cuprum, while “Parties” refers to both Customer and Cuprum together.
  • Sales Order: Confirmation of sale issued by Cuprum to Customer containing Cuprum’s product code of the Products being requested and a description of the same, including the technical specifications of the Products and the quantity and/or the weight involved.
  • Terms of Sale: These General Terms and Conditions of Sale.

  1. AGREEMENT AND APPLICATION

 

  • These Terms of Sale apply to any sale, proposed sale or quotation of Products by Cuprum and its affiliates to buyer Customer, and to all orders received by Cuprum from Customer or its affiliates for Products. Any sale, proposed sale or quotation of Products by Cuprum to Customer or its affiliates is expressly limited to Customer’s acceptance of these Terms of Sale.
  • Customer shall acquire from Cuprum the Products of the specifications and in the quantity that are stated in the Quotation or in the Sales Order. When a Sales Order is issued after a Quotation has been presented for substantially the same sale of Products, the terms of the Sales Order shall take precedence over the Quotation.
  • These Terms of Sale apply to the exclusion of any terms or conditions Customer seeks to impose or incorporate as part of any order for Products, or that might be implied by usage of trade, custom, practice, course of dealing, course of performance or otherwise. Customer’s acceptance of any offer (or counter-offer) by Cuprum is limited to these Terms of Sale only, and any terms and conditions of Customer that are different or additional to these Terms of Sale are expressly rejected by Cuprum.
  • A written Quotation issued by Cuprum is an offer to sell. Customer shall be deemed to have accepted the provisions of these Terms of Sale and an agreement shall be formed by any of the following: (a) signing and returning to Cuprum a copy of its quotation; (b) sending to Cuprum a written acknowledgment of the quotation; (c) placing a purchase order or giving instructions to Cuprum for the manufacture or delivery of Products (including instructions to bill and hold) following receipt of any Quotation; (d) accepting delivery of all or any part of Products; (f) paying for all or any part of Products; or (g) indicating in some other manner Customer’s acceptance of these Terms of Sale.
  • Cuprum’s acceptance and performance of Customer’s purchase order is strictly conditioned on Customer’s acceptance of the Terms of Sale which, together with the Quotation, as well as such other documents provided, signed or issued by Cuprum that reference and are consistent with these Terms of Sale, form the binding agreement between the parties (“Agreement”). No agent, employee or representative of Cuprum has authority to bind Cuprum to any affirmation, waiver, representation or warranty concerning the Products not contained in the Agreement.  An affirmation, waiver, representation or warranty shall not be deemed to be part of the basis of the Agreement and shall not be enforceable, unless it is expressly included within the Agreement.
  • These Terms of Sale shall apply to all transactions between the Parties.
  • The Agreement substitutes and supersedes all other prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, related to the purpose of the Agreement. These Terms of Sale prevail over any of Customer’s general terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms of Sale.  Any proposal for additional or different terms or any attempt by Customer to vary any of these Terms of Sale, whether in Customer’s purchase order, acknowledgement form, correspondence or otherwise, shall be deemed material and is hereby objected to and rejected by Cuprum, but any such proposal or attempted variance shall not operate as a rejection of these Terms of Sale. These Terms of Sale and the Agreement may only be amended or modified in a writing which specifically states that it amends these Terms of Sale and is signed by an authorized representative of each Party.

  1. PRICING AND PAYMENT

 

  • Prices. Product prices are the prices stated by Cuprum in individual Quotations, and prices are firm only for a period stated therein and otherwise for 30 days from the date of the quotation, or as may be separately agreed upon between the parties in writing, and such documents will become a part of this Agreement. All prices are subject to the shipping terms defined below.
  • Taxes. The prices are exclusive of any applicable sales and use taxes, value added taxes and other charges such as duties, customs, tariffs, imposts, and government imposed surcharges or assessments. If Cuprum is required by law to collect or withhold any such taxes or assessments from Customer, such taxes and assessments will be included in Cuprum’s invoice and paid by Customer promptly upon notice by Cuprum.
  • Price Changes. Customer may from time to time by reasonable notice to Cuprum (no less than 60 days) make reasonable changes, within the scope of the Agreement, to the specifications, materials, packaging, testing, quantity, time or method of delivery or shipment, or similar requirements prescribed in the Agreement.  At Cuprum’s request, the Parties will agree upon an equitable adjustment to the Agreement prices and times for performance as a result of Customer’s changes.  Contract changes must be in a written document.  All prices are subject to adjustment by Cuprum at any time for changes in, for example: volume forecasts, economics or exchange rates, as provided in Cuprum’s proposal or quotation.
  • Service Products. If an Agreement remains in effect at the end of the vehicle production program in which Products covered by the Agreement are incorporated, Cuprum will also make those Products available to Customer for Customer’s past-model service requirements for the period stated in the Quotation or Sales Order or, if none is specified therein, for 10 years after the end of the vehicle production program.  The Parties will negotiate in good faith the prices, quantities, and delivery terms for past-model service Products based on the availability and cost of needed materials, supplies, and skilled workers, the additional costs for equipment setup, packaging, shipping and handling, related services, and other relevant factors.
  • Prices – Direct Buy. Prices may be subject to adjustment, including retroactively, if the Products are provided under a Directed Buy program between Cuprum and the ultimate vehicle manufacturer. Cuprum will assist Customer personnel in obtaining written confirmation from the ultimate vehicle manufacturer.  It is Customer’s sole responsibility to confirm Cuprum-provided pricing correlates with Directed Buy pricing provided by the ultimate vehicle manufacturer.  Any claims related to price discrepancies must be submitted to Cuprum in writing within 6 months of receipt of the Product at issue. Retroactive price adjustments and credit requests under such programs older than 6 months will be rejected.  Cuprum, at its sole discretion, will determine the method of application of any credit.  Cuprum shall not be responsible to Customer for any warranty or other claims arising from any suppliers, material or parts sourced directly by Customer or from the failure of the third party to timely provide such suppliers, material or parts.
  • Invoices. All invoices and charges are payable to Cuprum in accordance with the terms of the Quotation or Sales Order at the address designated by Cuprum and in the manner stipulated by Cuprum. All invoices, or portions thereof, that are unpaid on their due date shall bear an annual interest of 12% or at the highest rate determined by applicable law.
  • Remedies for Non-Payment. In addition to all other remedies available under these Terms of Sale or at law (which Cuprum does not waive by the exercise of any rights hereunder), if Customer does not pay as set forth in the terms and time stipulated, Cuprum shall have the right to suspend the delivery of any Products until Customer has made all payments owing to Cuprum. Customer shall be liable to pay all costs, including, without limitation, reasonable fees for legal advice, incurred by Cuprum to collect late payments.
  • Solvency. Customer represents that it is solvent and has fully capacity to agree to these Terms of Sale and enter into the Agreement, and acknowledges that the obligations acquired under these Terms of Sale are binding and obligatory. Customer’s signature on any delivery slip provided by the trucker responsible for delivery constitutes a reiteration of these statements at the time of the execution thereof. If Cuprum determines that Customer is not or may not be sufficiently solvent or does not have the credit standing required to pay for the Products in accordance with the Agreement, Cuprum may modify the credit or payment terms upon providing prior notice to Customer thereof.

  1. DELIVERY, DISPATCH AND SUPPLY

 

  • Time of Delivery. All delivery dates are approximate and shall be computed from the date of entry of the order on Cuprum’s books. Cuprum’s only obligation with respect to delivery dates shall be to use reasonable efforts to meet them. Customer shall not be excused from payment of any amounts owed to Cuprum or from performance of any of its other obligations under the Agreement as a result of, and Cuprum shall not be liable to Customer for damages resulting from Cuprum’s failure to meet the estimated delivery dates. Delivery terms shall be, unless otherwise specified in Cuprum’s Quotation or otherwise agreed by Cuprum in writing, [FCA] (as defined in Incoterms 2010) at Cuprum’s designated facility. Title and risk of loss to the Products shall transfer upon completion of delivery of the Products per the applicable delivery term specified above.
  • Shipment; Risk of Loss. Unless otherwise agreed in writing between the parties, the method of packing and shipment of the Products shall be via industry standard means for the applicable Products, as determined in Cuprum’s discretion. Unless otherwise agreed, Cuprum will not be liable for any delays, breakage, loss or damage after having made delivery to the first transportation carrier. All claims for loss or damage in transit are to be made by Customer directly to the transportation carrier and the appropriate insurance carrier retained by Customer. No deductions of any kind from the invoice amount shall be made. Unless otherwise specified in Cuprum’s quotation, standard packing for domestic shipment is included in the quoted price. When special expedited shipping methods or packing is requested, Customer may be charged for additional expenses. Shipments shall be deemed accepted by Customer unless written notice of rejection is received by Cuprum within 20 calendar days after receipt of the Products by Customer. Claims for shortages, incorrect materials or invoicing errors must be made by Customer within 20 calendar days after receipt of shipment.

  1. WARRANTY

 

  • Limited Warranty. Cuprum warrants to Customer only, subject to the disclaimers and limitations of these Terms of Sale and the Agreement, that the Products shall be free from defects in materials and workmanship, and that the Products shall conform to the technical specifications stipulated in the Quotation or in the Sales Order. Customer shall be solely responsible for any warranty offered or made available to purchasers or users of the Products and any marketing claims regarding the Products that exceed, are in conflict with, or are in addition to the warranties provided by Cuprum herein. Unless otherwise mutually agreed in writing between the Parties, the term of this limited warranty shall be for a period of three years from delivery of Product to Customer. This is not a warranty of performance, but a limited warranty as to the condition of the Products at delivery.
  • No Warranty for Damage or Oxidation of Products. Cuprum shall not be liable for any damage to and/or oxidation of the Products as a result of deficiencies in the handling and/or storage and/or use thereof by Customer and/or if the Material(s) are subjected to non-typical atmospheric environmental conditions (condensation, corrosive alkali, etc.).
  • Conditions for Warranty Protection. Cuprum shall be given reasonable and prompt opportunity to examine any claim of defect or non-conformity by Customer. The Parties will cooperate with each other to determine the root cause of an alleged failure of the Products (and any related systems and components) and agree upon an equitable allocation of responsibility among all responsible Parties. Cuprum may, at its sole discretion, examine and test all available Products and related systems and components that are subject to a third-party claim.  Customer shall provide to Cuprum, as and when requested by Cuprum, written information related to field warranty rates, field service claim details and other documentation as required by Cuprum to conduct analysis of potential non-conformity trends or issues related to performance of Cuprum’s Products in Customer’s system or vehicle, or the ultimate vehicle manufacturer’s vehicles, as applicable.  Cuprum and Customer personnel will meet to review at a mutually agreed-upon regular time, or on an as-needed basis.  Customer shall make reasonable efforts to obtain warranty and field service data from the ultimate vehicle manufacturer, if applicable, and provide such to Cuprum.  For Directed Buy programs, Cuprum agrees to provide warranty and field service data information to Customer upon request should Cuprum obtain such information independently from the ultimate vehicle manufacturer, and will allow Customer the opportunity to participate in review of this information with all three parties.  This Section states Customer’s sole and exclusive remedy, and Cuprum’s sole and exclusive liability, with respect to Products sold to Customer by Cuprum.
  • Prototypes. Products or components which are considered to be “prototypes”, “samples”, “for pre-production builds”, “non-saleable”, or “for evaluation” (“Prototype Products”) are for use only in product testing/evaluation by Customer or the ultimate vehicle manufacturer in an appropriate test environment. Prototype Products are provided “AS IS” and all warranties are expressly excluded. Cuprum shall have no liability for claims related to the Prototype Products. Customer shall indemnify and hold Cuprum harmless from claims related to the Prototype Products.
  • Warranty Disclaimers. Cuprum´s warranty will be voided if (i) the products have not been stored, installed, maintained or operated in accordance with accepted industrial practice or any specific instructions provided by Cuprum; (ii) the products have been subjected to any accident, misapplication, environmental contaminant, corrosion, damage, debris, improper passivation, abuse or misuse; (iii) Customer has modified the products without Cuprum’s prior written consent; (iv) Customer has used or repaired products after discovery of the defect without Cuprum’s prior written consent; (v) Customer refuses to permit Cuprum to examine the products and operating data to determine the nature of the defect claimed; or (vi) Customer fails to meet its obligations.
  • LIMITED WARRANTY DISCLAIMERS. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 5.1, CUPRUM MAKES NO OTHER WARRANTIES WHATSOEVER, WHETHER ORAL OR IN WRITING OR WHETHER EXPRESSED OR IMPLIED BY OPERATION OF LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, AND DISCLAIMS ANY IMPLIED WARRANTIES AND SIMILAR OBLIGATIONS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
  • Warranty Remedies. Cuprum will, at its option, and within 90 calendar days of receiving the alleged defective or non-conforming Product(s) from Customer, repair, replace or refund the purchase price for the Products which Cuprum has confirmed to be non-conforming within the warranty term specified above, provided that Customer: (a) provides written notification to Cuprum of an alleged defect or non-conformity within the applicable warranty term; and (b) returns to Cuprum, at Cuprum’s request, 100%, or a statistically relevant share, as mutually agreed upon, of the allegedly non-conforming Products.
  • Recalls. A recall (“Recall”) is defined to be any voluntary or government-mandated offer by Customer or the ultimate vehicle manufacturer) to vehicle purchasers to remedy an alleged defect that affects motor vehicle safety or to address an alleged failure of a vehicle or vehicle system to comply with an applicable motor vehicle safety standard or guideline.  Cuprum will be liable for costs, as specified in this section, resulting from a Recall only if the Recall is caused in whole or in part by a failure of the Products to conform to the limited warranties set forth in Section 5.1 during the applicable warranty term.  Cuprum’s sole liability, if any, for any Recall will be negotiated on a case-by-case basis based on: (a) a good faith allocation of responsibility for the Recall, (b) the reasonableness of the costs and damages incurred, (c) the quantity purchased and price of the affected Products, and (d) other relevant factors.  As a condition precedent to Cuprum’s liability (if any), Customer must: (a) notify Cuprum as soon as practicable after Customer learns that a Recall being considered implicates the Products, (b) provide Cuprum with available performance evaluations, accident reports, engineering investigations, and other data requested by Cuprum relating to the potential Recall, (c) provide Cuprum a reasonable opportunity to participate in inquiries and discussions among Customer, the ultimate vehicle manufacturer (if applicable), and governmental agencies regarding the need for and scope of the Recall, and (d) consult with Cuprum about the most efficient, practicable and cost-effective method of modifying or replacing vehicle systems or component parts, including the Products, in order to remedy the alleged defect or non-compliance.
  • Force Majeure and Acts of God. Cuprum shall not be liable for breach of any obligations stipulated in these Terms of Sale as a result of: (i) Wars, internal upheaval or revolution, acts of sabotage or acts of terrorism; (ii) Natural disasters; (iii) Strikes, explosions, fires or the destruction of plants or any other kind of facility; (iv) Boycotts, strikes, shortages or lack of raw materials, problems with fuel or electricity supplies, or lack of adequate transportation services; (v) Acts carried out by the authorities; or (vi) Any other event of force majeure, with the scope envisioned in the Mexican Federal Civil Code and the related regulations of the Federal District and other states of the Mexican Republic.
  • LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, SPECIAL, COVER, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, OR FOR LOSS OF DATA, COST OF CAPITAL, OR THE CLAIMS OF ANY END USER OR THIRD PARTY, OR FOR ANY OTHER REASON WHATSOEVER.
  • EXCLUSIVE REMEDIES. THE REMEDIES SET FORTH HEREIN SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND CUPRUM’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 5.1.

 

  1. INTELLECTUAL PROPERTY

 

  • Ownership of Intellectual Property (“IP”). Each Party shall retain ownership of its respective IP that such Party owned, controlled, made, invented, developed, created, conceived, or reduced to practice, alone or in collaboration with others, independently and not in furtherance of the purchase and sale of Products hereunder as of or before the effective date of the Agreement.  All IP conceived solely by one Party shall be owned by that Party.  The Parties shall enter into a separate agreement with respect to all jointly conceived IP that meets the requirements for joint authorship under applicable copyright law or joint inventorship under applicable patent law.
  • Cuprum IP. Cuprum does not transfer to Customer any rights to its IP related to the Products or Customer’s Property, other than the right to incorporate Products purchased from Cuprum in vehicles and component parts to sell those vehicles and component parts .  If Customer acquires any IP rights in or relating to any Product purchased under the Agreement (including any rights in any trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to Cuprum without further action by either Party.
  • Customer’s IP. Customer does not transfer to Cuprum any rights to its IP in information, documents, or property that Customer makes available to Cuprum under this Agreement, other than the right to use Customer’s IP to produce and supply Products to Customer.

 

 

  • Customer’s Property. Customer will own the tooling, jigs, dies, gauges, fixtures, molds, patterns, supplies, materials and other equipment and property used by Cuprum to manufacture, store and transport or provide Products (“Property”) if (a) the Property is so designated in the Contract, or (b) Customer or its customer has provided or paid for the Property (“Customer’s Property”).  Customer will be responsible for personal property taxes assessed against Customer’s Property. All replacement parts, additions, improvements, and accessories to Customer’s Property will become part of Customer’s Property. Customer will pay for Customer’s Property that it is required to purchase at the lesser of (1) the amount specified in the Agreement, or (2) Cuprum’s actual cost of the Customer’s Property, if manufactured by a third party, or (3) Cuprum’s actual cost of purchased materials, components and services plus Cuprum’s actual cost of labor and overhead allocable to the Customer’s Property, if manufactured by Cuprum.  Unless otherwise stated in the Contract, final payment for Customer’s Property is due (i) on the vehicle manufacturer’s PPAP (Production Part Approval Process) approval date, or (ii) within 90 days after the Property is tendered for PPAP approval if no action has then been taken on the request for PPAP approval.
  • Cuprum’s Property. Cuprum will own all Property that is not Customer’s Property.

  1. TERMINATION/CANCELLATION

 

  • Termination for Cause. A Party may terminate this Agreement upon breach by the other Party of any material term of this Agreement which is not remedied within 30 calendar days after the non-breaching Party’s written notice of such breach. In addition, Cuprum may terminate this Agreement, in whole or in part, upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms of Sale, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Customer shall be liable for all costs, damages and expenses caused by or resulting from its default under this Agreement.  Any termination under this Section shall be without liability to Cuprum, and Customer must fully cover all of the materials that had been supplied and/or manufactured in accordance with the Sales Order, and respond to Cuprum for any loss or damage arising of the breach referred to herein.
  • Termination for Convenience. In the event that Customer terminates the Agreement for any reason other than as described in Section 8.1, including due to cancelation of a program after business award but before the end of program duration, Customer shall reimburse Cuprum for any reasonable termination or cancellation charges for Customer’s unrecoverable or unamortized investment, including but not limited to, capital equipment, Cuprum-paid tooling, engineering costs, and material obsolescence. Customer shall make payment to Cuprum in one lump sum payment no later than 60 days after such termination or cancellation was made.
  • Effect of Termination. Expiration or termination of the Agreement will not affect any rights or obligations of the Parties that come into effect upon or after termination or expiration of the Agreement or otherwise survive the expiration or earlier termination of the Agreement and were incurred by the Parties prior to such expiration or earlier termination.

  1. CONFIDENTIALITY

 

  • Confidential Information. Customer acknowledges that, in connection with the sale of Products, Customer has received or may receive from Cuprum non-public, confidential or proprietary information of Cuprum, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Cuprum to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement (“Confidential Information”), which is of substantial proprietary value to Cuprum. Except as otherwise agreed by Cuprum in writing, no information or knowledge disclosed by Customer shall be deemed confidential.
  • Duty of Confidentiality. Customer agrees to hold the Confidential Information in strict confidence, and not to disclose it to third parties or use for any purpose other than the purpose of this Agreement unless authorized in advance by Cuprum in writing. Customer shall be liable for any loss or damage to any Confidential Information, and shall not be released from its obligations of confidentiality, non-use and non-disclosure unless: (i) the Confidential Information becomes non-confidential information without any breach of this Agreement or (ii) Cuprum releases Customer from its confidentiality obligations hereunder by written notice. All technical documents developed by Cuprum and to be provided to Customer as part of the obligations assumed hereunder, including any copyright therein, shall be the sole property of Cuprum and shall always be treated as confidential.

  1. GENERAL PROVISIONS

 

  • Set-off. Customer is not entitled to set-off any amounts due or allegedly due from Cuprum or any of its affiliates to Customer or any of its affiliates from its debts towards Cuprum.
  • Headings. The headings in these Terms of Sale are for reference only and shall not affect the interpretation hereof.
  • Assignment. Cuprum shall be entitled to assign this Agreement to an affiliate. In the event that Customer wishes to assign, Customer shall notify Cuprum and secure Cuprum’s written consent. A corporate reorganization, which does not result in a change of control or beneficial owner, shall not be deemed an assignment.
  • Relationship of Parties. Customer and Cuprum are independent contracting parties. Nothing in this Agreement or in the course of its performance shall grant either Party the authority to create or assume an obligation on behalf or in the name of the other Party, or shall be deemed to create the relationship of joint venture, agency, partnership, association or employment between the parties.
  • Severability. In the event that any provision of this Agreement is declared void or unenforceable, the validity of any other provisions and of the entire Agreement shall not be affected thereby.
  • Governing Law and Jurisdiction. This Agreement and all disputes between the parties arising out of or related to this Agreement shall be governed by the laws of Mexico except for its choice of law rules; the United Nations Convention on the International Sale of Goods shall not apply. Any controversy or claim arising from the same shall be resolved between the Parties using an alternate method of dispute resolution, prior written agreement by the parties. If the Parties do not agree on a satisfactory arrangement in a term of thirty (30) days, any dispute or controversy shall be resolved in a definitive manner by the competent Court in the city of Monterrey, Nuevo León, Mexico. The Parties agree to waive any other applicable jurisdiction related to any present or future domicile or for any other reason in favor of the aforementioned jurisdiction.
  • Notifications. Any notification or communication related to the management of transactions between the Parties, including e-mail, must be made in writing in the Spanish language and shall be considered to have been delivered (i) when the receiving Party confirms in writing the receipt of the communication, or (ii) if delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).  The address of Cuprum for the receipt of notifications or any other kind of communication is: Av. Diego Diaz de Berlanga #95-A, Col. El Nogalar, San Nicolás, N.L. The address of Customer shall be that which is recorded in Cuprum’s registers. If either or the Parties changes its address or legal representative, it must notify the other Party immediately.

Aviso de Privacidad de Datos Personales

Para Cuprum S.A. de C.V. (en lo sucesivo “Cuprum”) el tratamiento legítimo, controlado e informado de los datos personales de candidatos, empleados, clientes y proveedores es un compromiso de vital importancia.

Es así que, en cumplimiento con la Ley Federal de Protección de Datos Personales en Posesión de Particulares publicada en el Diario Oficial de la Federación el 05 de julio de 2010 (en lo sucesivo la “Ley”), le informamos que Cuprum con domicilio sito en Diego Díaz de Berlanga No. 95-A, Fraccionamiento El Nogalar, C.P. 66480, San Nicolás de los Garza, Nuevo León, será el responsable de velar por la privacidad de sus datos personales cuando los mismos sean recabados, utilizados, almacenados y/o transferidos por Cuprum.

Datos personales que se recaban

Cuprum podrá recabar y, en su caso, tratar los siguientes datos personales, dependiendo de la relación que con usted exista:

  • Nombre
  • Edad
  • Género
  • Fecha de nacimiento
  • Estado Civil
  • En su caso, nombre del cónyuge y nombre y número de hijos
  • Escolaridad
  • Fotografías
  • Domicilio
  • Número de Afiliación al Instituto Mexicano del Seguro Social
  • Registro Federal de Contribuyentes
  • Correo electrónico
  • Teléfono particular, del trabajo y/o celular
  • Datos de contactos en caso de emergencia

Cuprum también podrá tratar los siguientes datos personales sensibles:

  • Información general en relación con su estado de salud
  • Enfermedades que padece o ha padecido
  • Afiliación sindical

Finalidades del tratamiento de los datos personales

Cuprum recaba, utiliza, almacena o transfiere sus datos personales, en la medida en que las leyes aplicables lo permiten, para llevar a cabo lo siguiente:

  • Reclutamiento y selección de personal
  • Crear bases de datos de candidatos para futuras vacantes
  • Conformar expedientes de sus empleados
  • Capacitación y Desarrollo de sus empleados

En caso de que usted no esté de acuerdo con alguna o varias de las finalidades anteriormente descritas, le pedimos hacernos saber dicha negativa a la dirección de correo electrónico siguiente: protecciondedatos@cuprum.com

Asimismo le informamos que sus datos personales serán conservados y tratados únicamente por el tiempo necesario, a fin de cumplir con las finalidades descritas y/o de conformidad con lo que establezcan las disposiciones legales aplicables.

Seguridad de los datos personales

Cuprum implementará las medidas de seguridad, técnicas, administrativas y físicas, necesarias para proteger sus datos personales y evitar su daño, pérdida, alteración, destrucción o el uso, acceso o tratamiento no autorizado.

Únicamente el personal autorizado, que ha cumplido y observado los correspondientes requisitos de confidencialidad, podrá participar en el tratamiento de sus datos personales. El personal autorizado tiene prohibido permitir el acceso de personas no autorizadas y utilizar sus datos personales para fines distintos a los establecidos en el presente Aviso de Privacidad.

Comunicaciones y Transferencias de datos personales

Como parte de las operaciones empresariales llevadas a cabo por Cuprum, ésta podrá transferir con terceros, nacionales o extranjeros, algunos o todos sus datos personales. Dichos terceros podrán ser asesores profesionales externos y/u otros prestadores de servicios que actúen a nombre y por cuenta de Cuprum. En caso de que usted no desee que Cuprum lleve a cabo la transferencia referida en el presente párrafo le pedimos dirigir dicha solicitud a la dirección de correo electrónico siguiente: protecciondedatos@cuprum.com.

Cuprum se asegurará a través de la firma de convenios y/o la adopción de otros documentos vinculantes, que dichos terceros mantengan medidas de seguridad, administrativas, técnicas y físicas adecuadas para resguardar sus datos personales, así como que dichos terceros únicamente utilicen sus datos personales para las finalidades para las cuales fueron contratados y de conformidad con el presente Aviso de Privacidad.

Derechos que corresponden a los titulares de Datos Personales

Usted como titular de datos personales podrá ejercitar los derechos de acceso, rectificación, cancelación y oposición (conjuntamente los “Derechos ARCO”) respecto al tratamiento de sus datos personales; la descripción de cada uno de los Derechos ARCO se encuentra descrita en la Ley.

En virtud de lo anterior, si desea cualquier forma de acceso, rectificación, cancelación y/u oposición respecto de los datos personales con los que cuenta Cuprum, lo podrá hacer a través de la cuenta de correo: protecciondedatos@cuprum.com.

De conformidad con lo establecido en la Ley, la solicitud para ejercer cualquiera de los Derechos ARCO deberá contener:

  • Nombre completo y domicilio del titular de los Datos Personales, u otro medio para comunicarle la respuesta a su solicitud.
  • Documentos que acrediten la identidad o la representación legal del titular de los Datos Personales.
  • Descripción clara y precisa de los Datos Personales respecto de los que se busca ejercer alguno de los derechos antes mencionados.
  • Cualquier otro elemento o documento que facilite la localización de los Datos Personales.
  • En el caso de solicitudes de rectificación de Datos Personales, usted deberá indicar de las modificaciones a realizarse y/o aportar la documentación que sustente su petición.

Asimismo le informamos que, sin perjuicio del ejercicio de cualquiera de los Derechos ARCO, usted podrá revocar, en todo momento, el consentimiento que haya otorgado y que fuere necesario para el tratamiento de sus datos personales mediante solicitud enviada por medio de la cuenta de correo electrónico siguiente: protecciondedatos@cuprum.com.

Cambios al Aviso de Privacidad

Cuprum se reserva el derecho de efectuar, en cualquier momento, modificaciones o actualizaciones al presente aviso de privacidad, para la atención de novedades legislativas o jurisprudenciales, políticas internas, nuevos requerimientos para la prestación u ofrecimiento de nuestros servicios o productos y prácticas del mercado. Estas

modificaciones estarán disponibles a través de la página de Internet: http://www.cuprumindustrial.com.

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