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Sales Terms and Conditions
1.1 “Adistec General Terms and Conditions of Sale” — Are the Terms and Conditions specified in this document, and in the respective Quotes and/or Purchase Orders as requested and/or issued by the Customer, and which are accepted by the Customer through acceptance of the respective Quotes, issuance of the respective Purchase Orders, and/or implicitly through payment of the Products, Licenses, and/or Services.
1.2 “Manufacturer’s Terms and Conditions” — Are the general and/or specific terms and conditions that a Manufacturer, supplier, or third party establishes for the Products, Licenses, and/or Services. The Manufacturer’s Terms and Conditions are considered accepted by the Customer through acceptance of the respective Quote(s), issuance of the respective Purchase Order(s), and/or implicitly through payment of the Products, Licenses, and/or Services, even when they differ from Adistec’s terms and conditions. The Manufacturer’s Terms and Conditions may vary at the Manufacturer’s discretion and availability.
1.3 “End User Terms and Conditions” (also known as EULA) — Means the End User License Agreement that each Manufacturer has developed and that applies to any End User intending to use the Products, Licenses, and/or Services. Every End User must be bound by these Terms.
1.4 “Quote(s)” — Is the Sales proposal and/or Service Offer issued by Adistec, which describes in detail each specific purchase and sale transaction, and establishes the scope, quantity, price, and conditions of the Products, Licenses, and/or Services. Each Quote must be accepted by the Customer, including electronic acceptance, thereby becoming an integral part of these terms and conditions. A Quote is considered valid and effective even if not expressly accepted, as long as it has been issued by Adistec and implicitly accepted by the Customer through the corresponding payment. If the Customer submits a Purchase Order in response to a Quote, the issuance of such Purchase Order shall be deemed full and unconditional acceptance of the Quote. In the event of any conflict between the specific terms and conditions of the Customer’s Purchase Order and these General Terms and Conditions of Adistec, the Adistec General Terms and Conditions shall prevail, unless otherwise agreed in writing between the Parties.
1.5 “Products” — Means any hardware and/or IT equipment offered by Adistec to the Customer.
1.6 “Licenses” — Means the permission to use a software product and/or service granted by a Manufacturer directly and/or indirectly through subscription plans, and offered by Adistec to the Customer.
1.7 “Services” — Means any consulting, installation, development, system maintenance, support, training, cloud, or professional service offered by Adistec to the Customer.
1.8 “Purchase Order” — Means the form through which the Customer may request and/or confirm specific Products, Licenses, or Services that Adistec is offering from time to time.
1.9 “Manufacturer” — Means the creator of the Product, License, and/or Service that is offered by Adistec to the Customer.
1.10 “Customer” — Means the legal entity or natural person described in the Quote and who is interested in acquiring the Products, Licenses, and/or Services offered by Adistec.
1.11 “End User” — Is the legal entity or person who actually uses the Products, Licenses, and/or Services for their own benefit.
2.1 These terms and conditions establish the regulatory framework for the purchase and sale transactions of Products, Licenses, and/or Services offered and to be provided by Adistec to the Customer.
2.2 The Customer may acquire Products, Licenses, and/or Services according to the descriptions set forth in the Quotes and/or Purchase Orders issued and subject to these terms and conditions. Once the execution of a Purchase Order has begun, no cancellation or modification of the quality or quantity of the Products, Licenses, and/or Services shall be permitted, unless agreed upon in writing by the Parties.
2.3 The Customer acknowledges that, when acquiring Licenses and Services applicable for specific terms, such terms shall be considered binding, and the total price accepted in the proposal corresponds to the full duration of the subscription. Therefore, any early termination of the License and/or Service: (i) in the case of prepaid subscriptions, shall be understood as non‑refundable; and, (ii) in the case of payments made for specific periods (e.g., annually, multi-year, etc.), the Customer grants Adistec the right to charge the amount corresponding to the remaining subscription term, which must be paid in full by the Customer, unless such early termination is authorized in writing by the respective Manufacturer.
All requests for Products, Licenses, and/or Services submitted by the Customer to Adistec will be reviewed, and a Quote will be sent to the Customer. Adistec will make all reasonable efforts to provide a Quote for the order within three (3) business days following receipt of the request.
The Customer shall issue a Purchase Order to Adistec detailing the Products, Licenses, and/or Services required according to the applicable Quote. Each Purchase Order must include the Customer’s “Ship to” and/or “Bill to” information, as well as the corresponding End User information (including contact name, address, email, phone number, etc.), and any other applicable information. Purchase Orders shall be subject to Adistec’s General Terms and Conditions of Sale, Manufacturer’s Terms and Conditions, End User Terms and Conditions, and any other specific terms and conditions agreed upon between the Parties.
The Parties may modify Purchase Orders, provided that such modification is agreed upon in writing beforehand. The Customer is obligated to pay any expenses incurred by Adistec as a result of any requested modification.
Adistec may cancel any order already accepted, or reject or delay the shipment of Products, Licenses, and/or Services, if the Customer: (i) fails to make payment as stipulated in the respective Quote, or under the payment terms established in the Purchase Order, invoice, or any other written agreement between the Parties; (ii) does not meet the reasonable credit or financial requirements established by Adistec, including any limitations on permitted credit; or, (iii) otherwise breaches any term or condition set forth herein. Any cancellation, rejection, or delay by Adistec shall not constitute a breach of these terms and conditions.
The prices charged to the Customer for the Products, Licenses, and/or Services shall be those established based on the Quotes agreed upon by the Parties from time to time.
All payments shall be made in U.S. dollars or in local currency at the exchange rate published by the National Bank of the country where the payment is made, on the date of payment. Adistec will issue an invoice once the Purchase Orders have been accepted, and payment must be made within the timeframes established in the respective Quotes. Payments shall be made via electronic transfer or check to the bank account(s) designated by Adistec. If Adistec owes credits to the Customer, Adistec may issue credits to the Customer’s account and offset them against the next invoice, or pay the Customer directly if requested. The Customer shall not deduct or offset credited amounts against any invoiced amounts owed to Adistec without Adistec’s prior written consent.
All amounts not paid when due shall accrue interest at 1% per month or at the maximum rate permitted by applicable law, whichever is higher. This does not limit any other legal remedies available to Adistec, and the Customer shall promptly reimburse Adistec for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred in collecting any valid overdue amount.
All prices for the Products, Licenses, and/or Services quoted and/or provided by Adistec do not include any taxes, including but not limited to sales taxes, use taxes, value‑added taxes, withholding taxes, customs duties, or any other applicable taxes or fees. The Customer agrees to pay, indemnify, and hold Adistec harmless from any consumption, withholding, import or export, value‑added, or similar taxes (excluding taxes based on Adistec’s net income), as well as all governmental permit or licensing fees, and all customs duties, taxes, tariffs, and similar charges imposed on the delivery of Products, Licenses, and/or Services, and any other deliverables or related service offerings, including any costs associated with collecting or withholding such amounts, including penalties and interest (collectively, “Taxes”). Without limiting the foregoing, if any amount payable by the Customer to Adistec under these terms and conditions is subject to any legally required deduction or withholding for any tax or charge, the Customer shall make such withholding, remit the withheld amounts to the appropriate authorities, and promptly provide Adistec with receipts evidencing payment of such amounts.
Adistec shall deliver Software Licenses electronically by transferring the corresponding activation licenses to the Customer via email to the email address specified in the Customer’s Purchase Order. Delivery of the keys for the use of the Software Licenses shall be effective within seventy-two (72) hours following Adistec’s approval of the corresponding Purchase Order, unless an exception is agreed upon in writing between the Parties.
Unless otherwise agreed upon by the Parties in a Purchase Order: In the case of Hardware Products, they shall be deemed accepted by the Customer at the moment of delivery by Adistec to the designated carrier.
The Customer acknowledges that the Products, Licenses, and/or Services may contain technical data or elements the export and re-export of which may be restricted to certain destinations and end-users as a result of licensing restrictions, laws, rules, and regulations. The Customer agrees not to export or re-export (or cause the export or re-export of) the Products, Licenses, and/or Services, or any part thereof, without first complying with all legal requirements—including, but not limited to, all necessary import/export licenses, approvals, or registrations from the United States and foreign governments. Upon request, Adistec shall make available its documentation regarding obtained export licenses and/or license exceptions. The Products, Licenses, and/or Services may not be marketed, exported, or otherwise re-exported: (i) to any country to which the U.S. has embargoed goods or against which it maintains trade restrictions, nor to any citizen or resident of such country; nor (ii) to any person and/or entity listed on the U.S. Department of the Treasury’s List of Specially Designated Nationals or on the U.S. Department of Commerce’s Denied Persons, Denied Entities, and Unverified Lists.
Where applicable, and without prejudice to the provisions of the following paragraphs, Adistec may suspend any type of services immediately upon the Client’s failure to meet the payment deadlines established in the respective quotations, and shall not reactivate said Services until payment has been made.
Adistec may terminate any Purchase Order if the Client fails to meet any of the payment deadlines established in the respective quotations, and/or any provision set forth herein, provided that such failure is not rectified within a period of eight (8) days following the payment due date or the date of notification of default, as applicable.
In the event of termination of any Purchase Order involving Licenses and Services subject to fixed terms, the Client shall pay Adistec—within twenty (20) business days following the effective date of termination—a sum equivalent to the total of any agreed-upon amount (whether monthly and/or annual) corresponding to the total number of months/years remaining in the fixed term. An exception applies if such early termination is authorized in writing by the manufacturer.
The Client may rescind Purchase Orders only in the event that Adistec breaches any of the Terms and Conditions established herein, and if said breach is not remedied within sixty (60) days following Adistec’s receipt of written notice of such breach. In the event of early termination pursuant to this paragraph, the Client shall be liable only for the payment of any amounts outstanding as of the effective date of termination.
Any commercial and/or contractual relationship shall terminate immediately in the event that either Party is included in any money laundering and terrorist financing watchlists administered by any national or foreign authority, as well as in the list of the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury, the list of the United Nations, and/or other public lists related to money laundering and terrorist financing matters and the applicable legislation currently in force within the territory of the United States, save for any pertinent legal actions that may be taken at the discretion of the affected Party.
As applicable, and in the event of termination or expiration of the contractual relationship between the Parties, the Client shall uninstall all software utilized, as follows:
No title or ownership of any Product, License, and/or Service, documentation, data, information, or anything produced or provided by Adistec (“Intellectual Property”) is transferred to the Client by virtue of the applicable terms and conditions or any related scope document. Adistec and its licensors retain all rights, title, copyrights, patents, trademarks, trade secrets, and all other proprietary interests in and to all Intellectual Property, anything produced therefrom, and any derivatives thereof. Adistec does not transfer any portion of such title and ownership, or any associated value in the Intellectual Property, to the Client; furthermore, these general terms and conditions—or any other document—shall not be construed as granting any right or license to the Client, whether by implication, estoppel, or otherwise. The Intellectual Property, along with any other proprietary information provided to the Client pursuant to the contractual relationship, contains and constitutes trade secrets as well as proprietary information and data. Neither the Client nor its employees shall cause such information or data to be disclosed to third parties or duplicated, except as expressly permitted in these terms and conditions or in any other specific document. The Client acknowledges and agrees that the unauthorized disclosure, use, or copying of the Intellectual Property may cause Adistec severe financial loss. Consequently, in the event of any unauthorized disclosure, use, or copying of the Intellectual Property, the Client agrees that Adistec shall be entitled to seek injunctive relief or other equitable remedies in a court of competent jurisdiction without the requirement of posting any bond.
Neither Party receiving Confidential Information shall publish or disclose it to third parties without first obtaining written permission from the disclosing Party; however, the foregoing provisions shall not apply to Confidential Information that (i) is, at the time of its disclosure, or subsequently becomes part of the public domain through lawful means; (ii) is received from a third party without restriction and without an obligation of confidentiality; (iii) is independently developed by the recipient; or (iv) is required to be disclosed pursuant to a judicial or administrative proceeding or other legal requirements. If requested to disclose Confidential Information, the Party obligated to provide such Confidential Information shall provide written notice of the disclosure request to the other Party. Notwithstanding the foregoing, Confidential Information may be disclosed to the employees, agents, subcontractors, subsidiaries, legal, financial, and accounting advisors, and financial institutions of each of the Parties, provided that the Parties have taken appropriate measures to ensure that such persons agree to abide by the confidentiality provisions set forth in these terms and conditions. Both Parties agree that they shall not make any use of the Confidential Information in a manner unrelated to these terms and conditions. Upon the expiration of the contractual relationship, each Party undertakes to return to the other all documents containing Confidential Information or to destroy all copies thereof.
9.1 The Parties shall comply with applicable laws and regulations regarding personal data protection. The Client shall be responsible for obtaining the necessary authorizations and consents from its end users. Adistec shall implement reasonable technical and organizational measures and shall limit access to authorized personnel. In the event of an incident, Adistec shall notify the Client within a reasonable timeframe.
As applicable, Adistec shall process personal data and/or Client information solely to the extent necessary to: (i) provide Services; (ii) operate and maintain equipment; (iii) manage support, incidents, updates, security, and license compliance; and (iv) manage billing and reasonable internal audits.
Adistec shall not sell, lease, or share the Client’s personal data for its own commercial or marketing purposes, nor shall it use such data to train models or develop products unrelated to the contracted service, unless it has obtained the Client’s prior written authorization.
Where applicable, the Client acknowledges and authorizes Adistec to collect and analyze technical metrics and operational logs (e.g., capacity, performance, events, administration logs) to the extent necessary for support, security, regulatory compliance, and billing purposes. Whenever possible, Adistec shall endeavor to minimize and/or anonymize such data. Aggregated and anonymized usage data may be used to improve the service without identifying the Client.
Access to Client information shall be limited to authorized Adistec personnel or its approved subcontractors, who shall be subject to equivalent confidentiality and security obligations.
Should subcontractors or other third parties be required for support or related services (including manufacturers), Adistec shall maintain agreements imposing equivalent obligations regarding confidentiality and data protection. Where applicable, Adistec shall inform the Client of any relevant Data Processors.
Adistec shall retain personal data only for as long as is necessary to fulfill the purposes of the contract and applicable legal obligations. Upon termination of the contract—and where applicable—Adistec shall delete or return the Client’s information within a reasonable timeframe, unless there exists a legal obligation to retain it.
In the event of a security incident affecting the Client’s personal data, Adistec shall provide notification without undue delay, provide available information, and cooperate reasonably in its mitigation.
EXCEPT FOR ANY LIMITED PRODUCT, LICENSE, AND/OR SERVICE WARRANTIES THAT ARE PASSED THROUGH TO THE END USER, ADISTEC HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES REGARDING THE PRODUCTS, LICENSES, AND/OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Any warranty regarding the Products, Licenses, and/or Services is passed directly from the manufacturer to the Customer, with the exception of Services agreed upon directly with Adistec at the Customer’s request.
11.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, THE ENTIRE LIABILITY OF THE PARTIES AND THEIR SUPPLIERS FOR CLAIMS ARISING OUT OF THE CONTRACTUAL RELATIONSHIP, THE APPLICABLE TERMS AND CONDITIONS, OR OTHER APPLICABLE RELATED DOCUMENTS, SHALL BE LIMITED TO THE TOTAL AMOUNT PAID TO ADISTEC DURING THE PRECEDING 12 MONTHS. SUCH LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
11.2 Each Party agrees to release, indemnify, defend, and hold harmless the other Party from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, death, injury, costs, and/or expenses (including reasonable attorneys’ fees and litigation costs incurred) of any kind and nature, arising out of the performance of that Party’s obligations under these terms and conditions, except to the extent that such claims, actions, demands, proceedings, liabilities, losses, damages, death, injury, costs, and/or expenses are due to the gross negligence of that Party. In no event shall either party or its suppliers be liable for any incidental, special, indirect, or consequential damages, loss of sales, loss of profits, or loss of or damage to information, whether arising in contract, tort, or otherwise, even if either party or its suppliers have been advised of the possibility of such losses or damages.
The Parties represent and warrant that: (a) they are aware of, understand, and will comply with the provisions of the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the UK Bribery Act, as applicable (collectively, the “Anti-Corruption Laws”); (b) they will not take any action that could constitute a violation of the Anti-Corruption Laws or other applicable laws prohibiting the same type of conduct (including, without limitation, the making of corrupt payments); (c) they have and will maintain in place policies sufficient to ensure compliance with the provisions of the Anti-Corruption Laws, as applicable; and (d) all amounts paid hereunder—including, without limitation, any rebates or credits provided by Adistec (if any)—shall not be paid or passed on to any other person, firm, corporation, and/or entity, except as payment for bona fide business purposes authorized by these terms and conditions and incurred in connection with the provision of the resulting Services, in accordance with applicable laws and customs.
13.1 During the term of the contractual relationship and for one (1) year following its termination or expiration, the Client agrees to maintain all books and records of account, as well as all customary and proper entries, related to the Products, Licenses, and/or Services distributed under these terms and conditions and/or any purchase order. The Client shall, upon receipt of at least fifteen (15) days’ prior written notice, permit Adistec—or persons designated by Adistec—to inspect the records related to the Products, Licenses, and/or Services in order to verify the Client’s compliance with its obligations under these terms and conditions. Such inspections and/or audits shall be conducted at the Client’s premises during normal business hours on business days, in accordance with the Client’s access and security policies, and without interfering with the Client’s respective business operations. If the audit or inspection reveals a shortfall in any payment made by the Client, the Client shall immediately pay the sums owed to Adistec as a result of said shortfall, applying the rates current at that time for the Products, Licenses, and/or Services identified by such inspection or audit.
13.2 The cost of any inspection or audit shall be borne by Adistec, unless the shortfall amounts to more than twenty percent (20%) of the total reported amount, in which case such expenses shall be the responsibility of the Client.
The contacts, addresses, and email addresses identified in the applicable quotations and/or purchase orders shall serve as the primary points of contact for the Parties. By providing contact information, the Parties consent to its use for the administration of the contractual relationship between them, as well as by other individuals contributing to the fulfillment of their respective obligations. Each Party shall provide reliable and timely notification to the other regarding any relevant changes to such information and/or any changes that may in any way affect the contractual relationship between them.
No rights or obligations contemplated between the Parties may be assigned or transferred in any manner by either Party (whether by operation of law or otherwise) without the prior written consent of the other Party. These terms and conditions shall be binding upon and inure to the benefit of the successors and authorized assigns of the Parties.
The validity, interpretation, and enforcement of the contractual relationship shall be governed by and construed in accordance with the laws of the country in which the Adistec entity and/or subsidiary with which the Client is transacting is located; and, in the event of a dispute, shall be subject to the jurisdiction of the courts of the City in which the Adistec entity and/or subsidiary with which the Client is transacting is located, regardless of the present or future domiciles of the Parties. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions.
Terms of a surviving nature—including, but not limited to, sections related to payments, audits, warranties, legal remedies, intellectual property, and limitations of liability—shall survive the expiration or termination of the contractual relationship for a period of 4 years following the termination of the contractual relationship for any reason.
Neither Party shall be liable to the other for any loss, damage, cost, or expense that the other Party may suffer as a result of any delay in or failure to perform its obligations under the applicable terms and conditions, to the extent that such delay or failure is due to causes of Force Majeure. “Force Majeure” shall mean causes demonstrated to be beyond the control of such Party and occurring without the fault or negligence of such Party, including, without limitation, any act of God, natural disasters, fires, floods, explosions, earthquakes, epidemics, or quarantine restrictions; any act of Government, civil or military authorities; war, insurrection, or civil disturbances; strikes, labor disputes, lockouts, or embargoes; provided that, in all such cases, said Party exercises due diligence to promptly notify the other Party in writing of any known or anticipated delay and resumes performance of its obligations immediately upon the cessation of such delay.
The relationship between the Parties is that of independent contractors and does not, at any time, create an agency, partnership, or similar relationship between the Parties. Neither Party acquires any right to use, in advertising, publicity, or other marketing activities, any name, trade name, trademark, service mark, or other designation of the other Party, without the prior written approval of the other Party.
The failure of either Party to require strict performance by the other Party of any provision hereof shall not constitute a waiver of the right to subsequently enforce such provision or any other applicable provision.
In the event of the invalidity of any provision of these terms and conditions, the Parties agree that such invalidity shall not affect the validity of the remaining provisions, and further agree to replace such invalid provision with a valid provision that most closely approximates the original intent of the Parties.
The Parties agree that the terms and conditions applicable between the Parties constitute the entire and exclusive agreement and supersede any other communication, whether oral or written, relating to the subject matter of the contractual relationship. These terms and conditions may be modified only by mutual written agreement between the Parties.
The headings of the clauses and paragraphs of these terms and conditions are used solely for ease of reading and shall not be used to interpret, define, or describe the scope of any aspect hereof. As used in these terms and conditions, the word “including” means “including, without limitation.”
In the event that versions of these Terms and Conditions exist in different languages, the Spanish-language version shall prevail for all purposes of interpretation, validity, and enforcement.
The Parties acknowledge that the official language of these General Terms and Conditions of Sale is Spanish, and that any translation is provided solely for reference or convenience purposes.