Terms and Conditions

1. Applicability.

a) The terms and conditions established herein apply to all Services provided by the companies that are part of SBGroup that include the followings: SBLOGISTICS, S.A. DE C.V.; GTO LOGISTICS CENTER, S.A. DE C.V.; ESPECIALISTAS EN RECINTOS FISCALIZADOS, S.A.P.I. DE C.V.; SABMEX & CO, S.A. DE C.V.; INMOBILIARIA ARBRUS, S. DE R.L. DE C.V.; SBL USA, INC; MAQUILA SOLUTIONS MEXICO S.A. DE C.V.; LINDUB, S.A.P.I. DE C.V. and SBLEASING, S.A. DE C.V. its related companies, agents and/or representatives hereinafter “SBGroup”. All Services provided by SBGroup to the Customer will be subject to the General Terms and Conditions set forth herein.

2. SBGroup object.

a) SBGroup acts as the "Service Provider" of the Customer for the purpose of rendering the Services requested by the Costumer.

3. SBGroup Responsibility for third parties.

Reasonable Care in the selection of Third Parties to provide the services. Unless services are performed by people or firms engaged pursuant to express written instructions from the Customer, SBGroup shall use reasonable care in its selection of third parties, or in selecting the means, and procedure to be followed in the provide of the services; advice by SBGroup that a particular person or firm has been selected to render services shall not be construed to mean that SB Group warrants or represents that such person or firm will render such services nor does SBGroup assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any action of the third party; all claims in connection with the act of a third party shall be brought solely against such party and/or its agents; in connection with any claim, the costumer shall reasonably cooperate with SBGroup, which shall be liable for any charges or costs incurred by SBGroup.

4. Liability, limitation of actions, Disclaimers, and limitation of Liability.

a) Except as specifically set forth herein, SBGroup makes NO EXPRESS OR IMPLIED WARRANTIES relating to its Services.
b) Any and all claims against SBGroup or the third party selected must be received by SBGroup, in writing, within thirty (30) days from the date the service was rendered.
c) SBGroup liability relating to its Services are only for the amount of their civil liability policy.

5. Credit Terms and Conditions.

a) SBGroup operates their own Credit and Payments terms and conditions. These terms and conditions are upon request.
b) SBGroup standard credit terms require the approve of the Financial Director. In the event that SBGroup extends credit to the Customer, the following additional terms are hereby agreed to be applicable.
c) The amount of credit issued to SBGroup is subject to periodic revisions and SBGroup may decide to decrease, increase, or revoke the monetary limits and at SBGroup sole discretion, any debt may be declared immediately due and payable upon demand at any given time. This may be done at the sole discretion of SBGroup.
d) By establishing a credit account for the Customer, SBGroup shall be under no obligation to incur any expense, guarantee payment, or advance money on behalf of the Customer. The fact that SBGroup has made a payment, advance or guarantee shall not be construed as a waiver of this provision.
e) The Customer agrees to keep the account current and agrees to pay each invoice in full within 15 days of the date of the invoice.
f) Quotes are not meant to be construed as guaranteed totals for services. Customer understands that, depending on conditions and/or situations occurring at time of actual delivery, additional charges may be added to the final billing for rendered services. If the customer doesn’t have any credit terms with SBGroup, the payment must be done in advance.
g) In the event that the Customer fails to keep the account current, all amounts owed by Customer shall immediately become due and payable. If the account is not paid when due, a delinquency charge shall accrue on the unpaid amount at the rate of 1.5% per month or part thereof. If the delinquency charge exceeds that permitted by applicable law, the charge shall be the maximum permitted by applicable law.
h) If any invoices remain unpaid for thirty (30) days after demand for payment, SB Group may, in addition to any other rights it has under other agreements and/or applicable law, exercise any or all the rights of a secured party under the Laws of the State of Jalisco, México or Texas, U.S.A. at choice of SBGroup. The foregoing shall be construed according to the internal substantive laws of the State of Jalisco, México or Texas, U.S.A. at choice of SBGroup, without regard to the conflict of law principles of such State.
The Customer, their owners, and their principals, shall be jointly and severally liable to SBGroup for the payment of all invoices due, without discount, together with any Court costs, expenses, and reasonable attorney fees incurred in collecting any sums due SBGroup.
i) Customer agrees to pay to SBGroup for costs of collection, including reasonable attorney fees incurred in connection with the collection of this account, or if this account is placed in the hands of a collection agency, then the applicant agrees to pay SBGroup as additional and liquidated damages an amount equal to 30% of the amount unpaid thereon, together with such reasonable attorney fees as may be incurred in connection with the collection.
j) Customer acknowledges that this application has been submitted with the knowledge that it will be relied upon in ex-tending credit to the applicant. Applicant further agrees to give SBGroup permission to make inquiry on financial and related matters at applicant’s bank, bonding company or lending firms and authorizes such firms to give same to SBGroup. Applicant authorizes the release of information from both bank and credit references.

6. General Terms and Conditions.

a) SBGroup and the Costumer agree that each one of them will be responsible for the fiscal contributions at their expense that are caused due to this service.
b) The costumer authorizes from this moment that, in the event of failure to comply with any payment obligation at its expense (regardless of the concept), SBGroup may retain the goods introduced for the provision of services for as long as it is necessary, until the existing debt is fully settled.
c) The Costumer agrees to pay SBGroup as consideration for the Services received from it, the fees contained in the rates described in quotations.
d) Likewise, the costumer is obliged to release and take out in peace and save SBGroup by:

1.- Any claim received from third parties related to the Costumer.
2.- Any claim of any kind received by SBGroup related to the workers of the Costumer.

e) The costumer accepts and state that the resources used for this operation are of legal origin, that all their activity is carried out within the framework of the legal provisions that are applicable to them and that they have no direct or indirect relationship with people or institutions that carry out or have carried out operations with resources of illicit origin.
That during the entire time duration of the service they may not carry out operations that are considered illegal or obtain resources directly or indirectly from activities considered illegal, and in accordance with the provisions of the Mexican Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencía Ilicita, and the USA regulations Anti-Money Laundering Act and Bank Secrecy Act and related regulations, will be cause of termination of this contract, the breach of any of the established obligations.
f) Client warrants that he has complied with any applicable laws and regulations and obtained all necessary licenses and permissions (if any) of any nature which affects the Services requested.
g) Any controversy or claim arising out of or relating to this contract or the breach thereof, shall have the option of being settled by arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Venue for such arbitration shall be in the State of Jalisco, México or Texas, U.S.A. at choice of SBGroup. The prevailing party in any such arbitration shall be entitled to recover its costs incurred therein, including reasonable attorney’s fees.
h) This terms and conditions or the relation between SBGroup and the Costumer, for the services rendered are not intended to create any employer/employee relationship between them. SBGroup is and shall remain and independent contractor providing services to the Costumer. SBGroup agrees that in the context of the Services it is rendering to the Costumer it will not claim or represent that it is operating or doing business as a Costumer sales office, SBGroup shall not be liable for labor, tax or any other type of credits imposed on the Costumer.
SBGroup is and will be the exclusive employer for its employees, and or contract employees/agents engaged by SBGroup that perform the services. The Costumer acknowledges that it will not have authority over them and does not assume nor will assume in the future any liability derived from an employer obligation for wages or other benefits of such employees, agents, or dependents.

7. Intellectual Property and Confidential Information.

The Costumer, in the exercise of its rights shall respect all the security, confidentiality and other procedures implemented by SBGroup for the protection of persons and assets and its relations with clients.
SBGroup and the Costumer shall not infringe upon, harm, or contest the validity of the intellectual property rights of the other. They shall promptly notify the other of any infringements, imitations, illegal use, or misuse of the intellectual property rights of the other.

The Costumer and SBGroup shall treat the Information that may acquire in connection with the performance of the service as confidential during the term of 3 years following termination of the provided service.

Confidential Information includes but is not limited to all information, whether written or oral, whether marked “Confidential” and in any form, including without limitation, information relating to the research, development, goods, rates, methods, know how, trade secrets, business plans, customers, customer related solutions, vendors, finances, personnel data, quotations, third-party proprietary or confidential information and other material or information considered proprietary relating to the to the current or anticipated business or affairs of the discloser to the recipient. Confidential Information does not include any information (i) which a party lawfully knew without restriction on disclosure before disclosed or, (ii) which is now or becomes publicly known through no wrongful act or failure to act of either party, (iii) which a party developed independently without use of the Confidential Information, as evidenced by appropriate documentation, or (iv) which is hereafter lawfully furnished to the other party by a third party as a matter of right and without restriction on disclosure.

The Costumer and SBGroup agree not to copy, alter, decompile, disassemble, reverse engineer, or otherwise modify or directly or indirectly disclose any Confidential Information. Without limiting the scope of the foregoing, both agree to limit its internal distribution of Confidential Information to those who have a need to know, and to take steps to ensure that the dissemination is so limited. In no event shall use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care, to prevent the unauthorized use or disclosure of Confidential Information.
SBGroup and the Costumer agrees not to use the Confidential Information except in the course of performing hereunder and will not use such Confidential Information for its own benefit or for the benefit of anyone other than the discloser. The mingling of the Confidential Information with information of the discloser shall not affect the confidential nature or ownership of the same as stated hereunder.

All Confidential Information is and shall remain the property of the discloser party. Nothing herein shall be construed as granting or conferring any right by license or otherwise in Confidential Information except as specifically provided for herein. Upon a written request, each party shall return, transfer, or assign to the other all Confidential Information and all copies thereof or shall destroy the Confidential Information and certify to the disclosing party its destruction.
Without the prior written consent of SBGroup, the Costumer shall not directly or indirectly, solicit for employment or employ any person who is now employed by SBGroup, or use any Confidential Information to solicit, divert or attempt to solicit or divert from SBGroup any costumer, supplier, vendor, business sources or financing sources of SBL.
The Costumer acknowledges that SBGroup share of the Private Notice for his knowledge.

8. Causes of termination.

The following will be causes for termination of the commercial relation in addition to those established in the applicable regulatory framework.

a) The breach by any of the parties in the obligations.
b) The lack of payment by the client, in the manner and terms established in the quotation.
c) By declaration of bankruptcy or strike of any of the parties.

You can find our Privacy Notice at www.sbgroup.com.mx/eng/noticeofprivacy.html or www.sbgroup.com.mx/avisodeprivacidad.html.