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Terms and Conditions of Sale

Last updated:January 30, 2026.

IMVISION, S. DE R.L. DE C.V.(hereinafter, “IMVISION”), located at Carretera Estatal 431 Ext. 24, Int. 39C, Europark II, El Marqués, Querétaro, C.P. 76246, Mexico; emailventas@imvision.com.mx; websitewww.imvision.com.mx.

By accessing the Site, requesting a quote, issuing a purchase order, or contracting services with IMVISION (via B2B e-commerce or direct channels), the Client (company, legal entity, or individual with business activity) fully accepts these Terms and Conditions of Sale (“Terms”). IMVISION operates exclusively in B2B mode; it does not sell to end consumers, so the provisions of the Federal Consumer Protection Law regarding withdrawal, voluntary changes, or unjustified returns do not apply.

1. Purpose and scope

IMVISION markets engineering products (hardware, machinery, specialized components, industrial equipment) and provides engineering services (design, consulting, project integration, turnkey implementation, among others). All agreements are governed by the Federal Civil Code, the Commercial Code, applicable regulations, and the specific contracts that the Parties enter into.

2. Contracting process

2.1 Quotes

The quotes issued by IMVISION have the validity expressly indicated therein (generally 15 to 30 calendar days). After this period, prices, availability, and conditions will be subject to review and confirmation by IMVISION.

2.2 Perfection of the contract

The contract is perfected with the express acceptance of the Client, manifested by a signed purchase order, written confirmation by email, or initial payment (total or partial) of the quote.

2.3 Prevalence of these Terms and Conditions

2.4. Prevalence of these Terms and ConditionsThese Terms and Conditions of Sale constitute the general conditions applicable to all transactions between IMVISION and the Customer. In the event of any discrepancy, contradiction, or difference between these Terms and Conditions and any provision contained in a purchase order, order confirmation, framework contract, general purchasing terms of the Customer, or any other document issued by the Customer, these Terms and Conditions of Sale of IMVISION shall prevail at all times.

Any additional, different, or contradictory term or condition proposed by the Customer (including, without limitation, penalty clauses, extended warranties, more favorable payment terms, voluntary returns, different liability limitations, or different jurisdictions) shall not form part of the contract nor bind IMVISION, unless expressly accepted in writing by the legal representative of IMVISION.

IMVISION's acceptance of a purchase order from the Customer or the commencement of its execution shall not imply, under any circumstances, acceptance of the Customer's terms and conditions or a waiver of these Terms and Conditions.

3. Prices, payment, and billing

Prices are expressed without VAT, unless expressly stated otherwise. Accepted payment methods are: bank transfer, credit card (through secure processors), or others agreed upon in writing.IMVISION does not accept cash payments or payments in precious metals under any circumstances.CFDI will be issued to the provided business RFC (or international tax equivalent if export applies).

Late payment:If payment is delayed more than 30 calendar days from the agreed date, IMVISION may suspend the provision of services, pending deliveries, technical support, or any activity until the total debt or overdue amount is settled. Late payment interest will be applied at a rate of3% (three percent) per monthon outstanding balances, calculated daily from the due date until the effective payment date, without prejudice to IMVISION's right to claim additional damages.

4. Delivery, shipping, and transportation

4.1 Delivery condition EXW (Ex Works) — General rule

Unless expressly agreed otherwise in writing,all sales by IMVISION —national and international— are made under the EXW (Ex Works) Incoterms® 2020, with the delivery point at IMVISION's facilities located at Carretera Estatal 431 Ext. 24, Int. 39C, Europark II, El Marqués, Querétaro, Mexico.

Consequently:

  • IMVISION's delivery obligation is fully met at the moment the goods are made available to the Customer, properly packaged and identified, at the designated facilities.
  • From that moment on,the risk and responsibility for the goods are fully transferred to the Customer, including loss, damage, theft, deterioration, delays, or any other incident during loading, transportation, handling, intermediate storage, or final delivery.
  • The Customer is responsible for hiring and paying, at their own risk, for transportation, insurance, and all relevant logistical, customs, and import procedures.
  • Any Incoterm other than EXW must be expressly agreed upon in writing in the quotation or confirmed purchase order.

4.2 Transportation managed by IMVISION as a courtesy

When, at the Customer's request, IMVISION manages the hiring of the carrier, courier, customs, or any logistical service, it will do so as a mere administrative intermediary andat the exclusive account, order, and risk of the Customer. Such management does not modify the EXW condition nor transfer any responsibility to IMVISION for acts or omissions of the carrier or third parties.

In particular, IMVISION will not be responsible for:

  • Loss, theft, damage, deterioration, or misplacement of the goods during transport, loading or unloading operations, or intermediate storage.
  • Delays, detours, customs stops, rejections of goods, or delays for any reason attributable to carriers, couriers, authorities, or third parties.
  • Any indirect, consequential damage or loss of profit resulting from transportation.

The Client will pay the total agreed price for the merchandise in any case, even if it is lost, damaged, or does not arrive at its destination during transportation.IMVISION strongly recommends that the Client purchase cargo insurance on their own to cover these risks.

4.3 Acknowledgment of receipt and inspection (preclusive period)

Delivery is confirmed with the signature of the acknowledgment of receipt (shipping document, transport guide, or equivalent document) by the Client, their representative, or the carrier designated by them. The Clientmustinspect the merchandise at the time of receipt. Any claim for visible damage, shortages, discrepancies, or apparent non-conformity must be notified in writing toventas@imvision.com.mx, accompanied by photographic evidence and the original acknowledgment of receipt,within a preclusive period of 5 (five) business daysfrom the date of receipt.

If this period passes without a formal claim,the merchandise will be deemed definitively accepted and in accordance with the contract, extinguishing any right of the Client to claim for such concepts. It is expressly stated that this clause constitutes only a temporary limitation on the Client's right to claim anddoes not imply any acknowledgment of liability by IMVISION regarding damages or incidents occurring during transportation., which are governed by clause 4.1 (EXW). The analysis of claims submitted in a timely manner does not constitute acceptance of liability and will be resolved in accordance with clauses 5 (Warranty) and 9 (Limitation of Liability) of these Terms.

4.4 Shipping charges and additional charges for weight or special dimensions

Free shipping on orders equal to or greater than USD $1,000 (one thousand US dollars) or its equivalent in Mexican pesos at the current exchange rate:as a business courtesy, IMVISION may absorb the cost of standard domestic shipping on orders whose merchandise subtotal reaches this threshold. This courtesy applies exclusively to the cost of shipping anddoes not imply acceptance of liability for loss, theft, damage, deterioration, misplacement, or delay during transport, which remain the sole responsibility and risk of the Customer in accordance with clauses 4.1 and 4.2. The courtesy does not include special packaging, insurance, express shipping, international shipments, premium couriers, or the additional charges provided for in the following paragraph.

Additional charges:for shipments of packages or loads weighing 25 kg or more, or with dimensions greater than 450 mm on any side (height, width, or length), IMVISION will apply an additional charge for handling, special packaging, and/or differentiated shipping, regardless of the order amount. This charge will be calculated based on the actual rates of the carrier and the specific characteristics of the shipment (volumetric weight, route, handling requirements, etc.).

Such charge may be communicated and added to the confirmed quote or to the already accepted purchase order if, during the preparation, packaging, or actual measurement of the goods, it is found that they meet the above criteria. The Customer agrees to pay this additional charge before delivery or shipment, and failure to pay may suspend delivery without liability for IMVISION.

4.5 Delivery times

4.2. Delivery TimesAny delivery time indicated in quotes, confirmations, purchase orders, or communications from IMVISION ismerely informative and estimated, based on normal supply, production, transportation, and logistics conditions at the time of issuance.These times are not binding and do not constitute a guarantee or essential term for IMVISION..

IMVISION will not be responsible for delivery delays arising from any cause, including but not limited to delays by suppliers, carriers, or customs authorities, variations in the availability of materials or components, or any circumstances beyond its reasonable control.

Under no circumstances will IMVISION be liable forproduction stoppages or interruptions, loss of business opportunities, penalties to third parties, lost profits, indirect or consequential damagesof the Client or its customers arising from any delay, regardless of its cause or duration. The Client agrees that no delay will result in penalties, contract cancellation, or any compensation, unless expressly agreed to in writing otherwise.

4.6 International Sales and Exports

In the case of operations involving international export (outside of Mexico), in addition to the EXW rule provided in clause 4.1, the following provisions will apply:

  • The Customer (as the importer) assumes full responsibility for the customs procedures for importation in the destination country, including (without limitation) tariffs, taxes, duties, permits, certifications, compliance with local regulations, and any associated costs. IMVISION assumes no responsibility for customs rejections, delays, or penalties arising from the Customer's non-compliance.
  • Payments will be made in the currency indicated in the quotation (generally USD or MXN). Any variation due to exchange rates, international bank fees, or restrictions from the Customer's country will be the sole responsibility of the Customer.
  • IMVISION will issue CFDI with a Foreign Trade supplement when applicable for definitive exports. The Customer will provide the necessary information for compliance with Mexican tax regulations.
  • These Terms and Conditions govern the transaction; any modification due to international regulations or the destination country will require express written agreement.

4.7 Export Control and End Use

The Client represents and warrants that the products purchased will be used exclusively for lawful civil, commercial, or industrial purposes, and agrees to comply with all applicable laws and regulations regarding export control, including but not limited to the provisions of the Export Administration Regulations (EAR) of the United States, Regulation (EU) 2021/821, and the sanctions lists issued by the UN, OFAC, the European Union, or the Mexican government.

The Client agrees not to resell, re-export, transfer, or use the products, directly or indirectly, for military purposes, weapons proliferation, or in countries, entities, or individuals subject to international sanctions. Non-compliance with this provision will release IMVISION from all liability and will allow for the immediate termination of the contract.

5. Warranty

Products:The warranty is strictly limited to the terms and conditions offered by the original manufacturer. IMVISION acts as a distributor; claims will be processed directly with the manufacturer through IMVISION when applicable.

Services:IMVISION provides a warranty for hidden defects in accordance with the Federal Civil Code. Unless the specific contract indicates a different period, the warranty for services will be for6 (six) monthsfrom the date of delivery or commissioning. The warranty does not cover misuse, unauthorized modifications, use outside of specifications, negligence, or normal wear and tear.

Scope and exclusions:the warranty is limited, at IMVISION's discretion, to the repair, replacement, or correction of the defective product or service.Under no circumstances will IMVISION be liable for production stoppages or interruptions, loss of business opportunities, penalties to third parties, data loss, reinstallation costs, lost profits, indirect or consequential damagesresulting from failures, defects, or flaws in the products or services. This exclusion applies even during the warranty period and regardless of the cause of the defect.

6. Cancellations, changes, and returns

No changes or returns of products are accepted. For services, a log of change requests will be kept, and IMVISION will evaluate whether these generate additional charges.

  • Products:Non-cancelable once the purchase order is accepted.
  • Services:In case of cancellation by the Client, they will pay in full for the work done up to the cancellation date (man-hours, materials, expenses, subcontracting, administrative time). No partial or total refund will apply, unless the cancellation is due to a breach attributable to IMVISION.

7. Retention of title (reserved property)

The products, machinery, and equipment delivered will remain the exclusive property of IMVISION until the total price, project, or service corresponding is fully paid (retention of title, Article 2312 of the Federal Civil Code). The Client will have mere possession; they may not sell, encumber, assign, or dispose of the goods without written authorization from IMVISION. In case of breach, IMVISION may recover the goods, without prejudice to any legal actions that may correspond.

Additionally, while the retention of title exists and in case of default or total or partial non-payment, IMVISION may, without prejudice to other actions,remotely block or deactivate the operation of the system, equipment, or associated software(through control mechanisms, electronic key, or firmware update), until the debt is fully settled. IMVISION will notify the Client in writing with15 (fifteen) calendar daysin advance before executing the block, except in cases of imminent risk of asset loss. The block will not proceed when there is a written and good faith dispute regarding the corresponding invoice, provided that the Client has notified such dispute within the timeframes set forth herein. The exercise of this authority will not generate any liability for IMVISION for indirect damages or business interruption.

The Client expressly acknowledges and accepts this authority by accepting these Terms.

8. Intellectual Property

All designs, plans, specifications, algorithms, software, source and binary code, know-how, technical documentation, and any other deliverables developed by IMVISION within the framework of the business relationship are and will remain the exclusive property of IMVISION, unless expressly agreed otherwise in writing.

Upon settling the agreed price, the Client will receive a license to usenon-exclusive, non-transferable, and limitedto use the deliverables exclusively for the internal purposes of the contracted project. The Client is prohibited from: (i) performing reverse engineering, decompiling, or disassembling the software; (ii) reproducing, copying, modifying, or creating derivative works without written consent; (iii) sublicensing, reselling, or transferring the deliverables to third parties; (iv) removing intellectual property notices.

The trademarks, trade names, logos, and distinctive signs of IMVISION are its exclusive property, and their use requires written authorization.

9. Limitation of Liability

IMVISION shall not be liable, under any circumstances, for indirect, incidental, consequential, punitive damages, lost profits, data loss, or business interruption. IMVISION's total and cumulative liability to the Client for any cause related to the contract shall be limited to the amount actually paid by the Client for the specific product or service that gave rise to the claim.

10. Force Majeure and Fortuitous Events

Neither Party shall be liable for the failure or delay in fulfilling its obligations when such failure or delay arises from a fortuitous event or force majeure, understood as those events beyond the reasonable control of the affected Party, including (without limitation) natural disasters, pandemics, epidemics, armed conflicts, acts of terrorism, general strikes, governmental provisions, trade blockades, widespread failures in electricity or telecommunications supply, global shortages of components, and massive cyberattacks.

The affected Party must notify the other Party in writing within 10 (ten) calendar days following knowledge of the event, its causes, and the estimated impact. If the force majeure event persists for more than 90 (ninety) calendar days, either Party may terminate the contract without liability, settling the work actually performed up to that date.

11. Confidentiality

11.1. During the validity of any quote, purchase order, contract, or commercial relationship arising from these Terms and Conditions, the Parties may exchange Confidential Information, understood as all technical, commercial, financial, or industrial information (including, without limitation, designs, plans, specifications, artificial vision algorithms, software, know-how, source or binary codes, component lists, project strategies, customer or supplier data) that is marked as confidential or that, by its nature or circumstances of delivery, should be considered as such (the “Confidential Information”).

The Receiving Party agrees to:

  • Maintain strict confidentiality regarding the Confidential Information received from the Disclosing Party.
  • Use it exclusively for the purpose of evaluating, negotiating, or executing the corresponding contract or project.
  • Not disclose, reproduce, transmit, or reveal the Confidential Information to third parties without prior written consent from the Disclosing Party.
  • Limit access only to employees, executives, or advisors who need to know it and who are subject to equivalent confidentiality obligations.
  • Adopt reasonable security measures to protect it.

Confidential Information shall not include information that: (i) is or becomes publicly available without breach of this clause; (ii) was already in the legitimate possession of the Receiving Party prior to its disclosure; (iii) is lawfully received from a third party without a confidentiality obligation; (iv) is independently developed by the Receiving Party without reference to the Confidential Information; or (v) must be disclosed by legal or judicial mandate, in which case the Disclosing Party shall be notified immediately.

The confidentiality obligation shall remain in effect during the term of the business relationship and for5 (five) yearsafter its termination, without prejudice to the indefinite protection that the Federal Law on Industrial Property grants to trade secrets.

In the event of a breach, the Disclosing Party may demand the immediate return or destruction of the Confidential Information, seek injunctive relief, and claim compensation for damages caused. Upon termination of the relationship or upon written request, the Receiving Party shall return or destroy (and certify the destruction of) all Confidential Information and its copies.

12. Anti-corruption compliance

The Parties agree to comply at all times with applicable anti-corruption legislation, including but not limited to the General Law on Administrative Responsibilities, the General Law of the National Anti-Corruption System, the Foreign Corrupt Practices Act (FCPA) of the United States, and the UK Bribery Act, as applicable.

None of the Parties will offer, promise, pay, or authorize, directly or indirectly, any economic advantage or any other nature to public officials, employees of state-owned enterprises, or individuals, in order to obtain or retain business or any undue advantage. The breach of this clause constitutes grounds for immediate termination of the contract without liability for the complying party.

13. Protection of personal data

The processing of the Client's personal data, their representatives, or employees will be carried out in accordance with the provisions of IMVISION's Privacy Notice, available atwww.imvision.com.mx/privacy, which is an integral part of these Terms.

14. Legislation and jurisdiction

These Terms are governed by the laws of the United Mexican States. For the resolution of any dispute arising from the interpretation or compliance with these Terms, the Parties expressly submit to the jurisdiction of the competent courts of the city of Santiago de Querétaro, Querétaro, waiving any other jurisdiction that may correspond to them by reason of their present or future domicile.

Optional arbitration for international operations:In the case of international operations, the Parties may agree in writing to submit disputes to institutional arbitration before the Arbitration Center of Mexico (CAM) or the National Chamber of Commerce of Mexico City (CANACO), in accordance with their current regulations, in Spanish and based in Mexico City.

15. Modifications and contact

IMVISION may modify these Terms at any time; the version in effect on the Site will be applicable at the time of contracting.

By confirming a quote, issuing a purchase order, or making a payment, the Customer declares that they have read, understood, and fully accepted these Terms and Conditions of Sale.