TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS
SINGULARI SEMPER
Version 05 – September 2026

1. Object and Scope of Application

These Terms and Conditions (hereinafter, “T&C”) govern the commercial relationship between SINGULARI SEMPER, SA de CV. (hereinafter, “SINGULARI”) and its clients (hereinafter, “THE CLIENT”), derived from:

  • the provision of technical consulting,
  • the execution of specialized maintenance,
  • the supply and sale of industrial materials,
  • the use of the Web Portal available at www.singulari.com.mx.

The Terms and Conditions apply to all transactions carried out through quotations, technical proposals, orders, purchase orders, contracts, service agreements or any written instruction issued by THE CLIENT and accepted by SINGULARI.

Requesting a quote, placing an order or providing a service implies full and unreserved acceptance of these Terms and Conditions.

2. Customer Responsibility Regarding Technical Information and Specifications

THE CLIENT acknowledges and accepts that he/she is responsible for providing complete, truthful, up-to-date and sufficient technical information for the correct preparation of the quotation and the execution of the services or supply.

SINGULARI is exempt from liability for incompatibilities, failures or technical deviations arising from:

  • incomplete or incorrect specifications,
  • undeclared requirements,
  • standards not mentioned (API, ASME, ASTM, NFPA, IMO, DNV, ABS, etc.),
  • operating conditions different from those reported,
  • technical information provided late,
  • extreme environmental conditions typical of the maritime/port sector.

2.1 Technical Consulting in Case of Insufficient Information

When the information provided by THE CLIENT is insufficient, incomplete or contradictory, SINGULARI may make available the service of TECHNICAL CONSULTING, in order to define:

  • specs,
  • applicable rules,
  • compatibilities,
  • operating conditions,
  • basic engineering,
  • risk analysis,
  • on-site surveys,
  • operational recommendations.

This service is quoted and invoiced separately. If the CLIENT decides not to contract it, they acknowledge and accept that they assume all technical and operational risks arising from the information provided.

2.2 Limitation of technical liability

SINGULARI will carry out its activities based on the information provided by THE CLIENT and on best practices applicable to the industrial, energy, maritime, and port sectors. SINGULARI's liability is limited to compliance with the specifications accepted in the quotation and does not include indirect damages, loss of profits, loss of production, damages to third parties, environmental damages, or any other consequential damages.

3. Order, Purchase Order and Acceptance

Orders and purchase orders must be sent in writing to the email address [email protected], specifying quantities, models, brands, standards, materials, operating conditions and required date.

An order is considered accepted only when SINGULARI issues written confirmation.

SINGULARI may reject any order or purchase order without liability.

Any modification after the order has been confirmed will generate additional charges for engineering, logistics, rescheduling, or materials already purchased.

4. Advances and Payment Terms

4.1 Manufacturing, purchasing, or scheduling of services begins only when the corresponding advance payment has been received.

4.2 Delays in the advance payment will proportionally shift the delivery date, without liability for SINGULARI.

4.3 The CLIENT must make payments in accordance with the terms established in the quotation, issued invoice and these T&Cs.

4.4 Late Payment Interest (TIIE + 12 points)
In case of late payment, THE CLIENT will cover default interest calculated by applying to the outstanding balance the Interbank Equilibrium Interest Rate (TIIE) published by the Bank of Mexico, plus twelve percentage points, divided by 360 and multiplied by the days elapsed since the beginning of the default.

4.5 THE CLIENT agrees that no deductions, offsets or withholdings may be made without written authorization from SINGULARI.

4.6 Economic limitation of liability
SINGULARI's maximum liability to THE CLIENT, arising from any service, supply or project regulated by these Terms and Conditions, is limited to the total amount actually paid by THE CLIENT to SINGULARI for the specific transaction in question.

5. Deliveries, Logistics and Incoterms

Deliveries will be made according to the agreed Incoterm (FCA, DAP, DDP or other).

When THE CUSTOMER designates a carrier, responsibility for the product is transferred to the carrier at the time of delivery.

SINGULARI will not be responsible for delays resulting from force majeure, availability of materials, customer logistics or events beyond its control.

SINGULARI may make partial deliveries and invoices, each with a payment obligation in accordance with these Terms and Conditions.

6. Inspection, Conformity and Complaints

The CLIENT must inspect the goods and services at the time of delivery.

If no claim is filed within 3 business days, the goods and services will be considered to have been received satisfactorily.

Subsequent claims will not be accepted.

7. Cancellations (NOT ACCEPTED)

Once the quote has been accepted or the purchase order issued, cancellations will not be accepted under any circumstances, because the goods and services offered by SINGULARI are manufactured, acquired, scheduled or coordinated specifically for each project.

Any cancellation request made by THE CLIENT —including unilateral, arbitrary cancellations, resulting from internal changes, budget adjustments, administrative decisions or any cause beyond SINGULARI's control— will be considered invalid, and THE CLIENT must cover 100% of the total order value, including materials, engineering, logistics, scheduled services and any non-recoverable costs.

In the event of a breach of contract by THE CLIENT, SINGULARI may consider the order as cancelled due to a cause attributable to THE CLIENT, also applying 100% of the total value of the order.

8. Returns

Returns will only be accepted within 30 calendar days of delivery and with written authorization from SINGULARI, provided that a warranty authorized by SINGULARI is applied.

A minimum charge of 25% of the invoice value will be applied, plus freight, reconditioning, and additional testing.

9. Guarantees

The warranty covers only manufacturing or workmanship defects, and does not apply in the following cases:

  • misuse,
  • incorrect installation,
  • lack of maintenance,
  • unauthorized modifications,
  • out-of-specification operation,
  • damages caused by third parties,
  • accelerated corrosion due to undeclared marine or port environment.

The warranty is voided if THE CLIENT alters, repairs or tampers with the goods without SINGULARI's authorization.

The technical guarantees of the goods, equipment or components supplied will correspond to the warranty provided by the manufacturer or specialized supplier, In accordance with their current policies, SINGULARI does not extend any additional warranties beyond those established by said manufacturers or suppliers.

SINGULARI's liability under the warranty is limited, at SINGULARI's option, to:

  • the repair of the affected component,
  • the replacement of the asset, or
  • the issuance of a credit note for the value of the affected component.

Under no circumstances will the warranty cover indirect damages, loss of profits, loss of production, contractual penalties, damages to third parties, environmental damages or any other consequential damages.

10. Technical Consulting

10.1 Scope of the Consulting Service

SINGULARI's technical consulting aims to analyze, diagnose, and propose practical and applicable solutions that allow THE CLIENT to:

  • improve processes,
  • correct deviations or anomalies,
  • optimize resources,
  • to increase operational reliability,
  • comply with applicable regulations,
  • reduce technical and operational risks,
  • strengthen decision-making.

10.2 Application of Recommendations

The recommendations issued by SINGULARI constitute professional technical criteria designed to support the CLIENT's decision-making.

The implementation of these recommendations is the responsibility of THE CLIENT, who must apply them in accordance with:

  • the actual operating conditions,
  • the available resources,
  • the applicable regulations,
  • the times and circumstances of the project.

10.3 Monitoring and Feedback Service (optional)

SINGULARI will be able to offer the service of MONITORING AND FEEDBACK, which includes:

  • review of progress,
  • implementation evaluation,
  • technical adjustments to the recommendations,
  • feedback sessions,
  • technical visits,
  • regulatory compatibility verification,
  • technical support during the transition or improvement of the process.

This service is quoted and invoiced separately.

10.4 Complementary Technical Consulting

When the nature of the project or service, the operating conditions, or the information provided by THE CLIENT require additional analysis, SINGULARI may offer COMPLEMENTARY TECHNICAL CONSULTING, including:

  • basic engineering,
  • selection of materials,
  • regulatory review,
  • risk analysis,
  • process analysis,
  • on-site surveys,
  • operational recommendations,
  • technical compatibility validation.

This service is quoted and invoiced separately.

10.5 Reasonable Technical Limitation

SINGULARI's consulting services are based on the information available at the time of the analysis. If the CLIENT omits relevant information, provides incomplete data, or modifies operating conditions without notification, SINGULARI will be exempt from liability for deviations or results different from those anticipated.

11. Maintenance

THE CLIENT must guarantee adequate conditions for the execution of the maintenance (power, access, security, permits, lighting, ventilation and any other necessary operational requirement).

The maintenance service guarantee covers exclusively the correct execution of the activities carried out by SINGULARI, for a period of 12 months, unless the quotation indicates otherwise.

SINGULARI does not guarantee components previously installed by third parties, nor failures resulting from undeclared operating conditions, lack of prior maintenance, external interventions or use outside of specification.

When the maintenance service includes the installation or replacement of components, the technical guarantees of these components will correspond to the warranty provided by the manufacturer or specialized supplier, in accordance with its current policies.

SINGULARI's responsibility for maintenance services is limited to the scope described in the quotation and the activities actually performed, without extending to indirect damages, lost profits, loss of production, contractual penalties, damages to third parties or any consequential damages.

12. Supply of Materials, Equipment and Systems

12.1 THE CLIENT is responsible for the selection of materials, equipment and systems, as well as their compatibility with processes, standards and operating conditions.

12.2 SINGULARI quotes and supplies based on the information provided by THE CLIENT. If this information is incomplete, incorrect, or delayed, SINGULARI will not be responsible for incompatibilities, failures, or technical non-compliance.

12.3 If THE CLIENT requires compliance with specific standards (API, ASME, ASTM, NFPA, IMO, DNV, ABS, etc.), they must expressly indicate this in the quotation request.

12.4 When the technical information provided by THE CLIENT is insufficient to define standards, compatibilities or operating conditions, the provisions of section 2.1 of these Terms and Conditions shall apply.

12.5 SINGULARI does not guarantee the performance of materials and equipment when used under conditions other than those declared by THE CLIENT.

12.6 Any modification, repair or intervention carried out by THE CLIENT or third parties without authorization from SINGULARI voids any warranty.

12.7 In marine and port environments, THE CLIENT acknowledges the existence of extreme conditions of corrosion, humidity, salinity, and vibration. If these conditions are not declared, SINGULARI will not be liable for premature failures or material degradation.

12.8 The technical guarantees of the materials, equipment or systems supplied will correspond to the warranty provided by the manufacturer or specialized supplier, In accordance with their current policies, SINGULARI does not extend any additional warranties beyond those established by said manufacturers or suppliers.

12.9 SINGULARI's liability in the supply is limited to the total value of the contract and does not include indirect damages, loss of profits, loss of production, contractual penalties, damages to third parties, environmental damages or any consequential damages.

12.10 SINGULARI only requires the following documentation: a) General Warranty Letter, b) General Quality Certificate, c) Invoice. Any other required documents may be provided at an additional cost.

13. Web Portal and Digital Services

13.1 Use and Restrictions

Access to or use of the Portal implies the User's full and unreserved acceptance of these Terms and Conditions. SINGULARI may deny, restrict, or condition access to the Portal without prior notice.

13.2 Intellectual Property

All content on the Portal is the exclusive property of SINGULARI. The User does not acquire any intellectual property rights through the use of the Portal.

13.3 Third-Party Intellectual Property

The same restrictions apply to third-party content linked to the Portal.

13.4 Service Quality and Guarantees

The Portal is offered “as is” and “as available.” SINGULARI will not be liable for damages arising from the use of the Portal, errors, interruptions, or information provided by third parties.

13.5 Limitation of Liability

The User agrees to hold SINGULARI free from any liability arising from the use of the Portal.

13.6 Returns and Cancellations on the Portal

Digital services can be cancelled at any time by the User. Charges made by payment platforms are non-refundable.

13.7 Subscriptions

Some services require registration and a valid payment method.

13.8 Third-Party Goods and Services

SINGULARI is not responsible for goods or services offered by third parties linked to the Portal.

13.9 Confidentiality

Confidential information will be treated in accordance with Mexican law.

13.10 Use of Non-Confidential Information

The User authorizes SINGULARI to use non-confidential information in accordance with the law.

13.11 Cookies

The User accepts the use of cookies in accordance with the Portal's practices.

13.12 Privacy Notice

The processing of personal data will be carried out in accordance with the Privacy Notice published on the Portal.

13.13 Access Keys and Accounts

The User is responsible for safeguarding their access keys.

13.14 Modifications

SINGULARI may modify the Portal and its contents without prior notice.

13.15 Portal Jurisdiction

The use of the Portal is subject to the competent courts of Ciudad del Carmen, Campeche.

13.16 Contact

For questions related to the Portal: [email protected]

14. Compliance with ISO9001 / ISO45001 / ISO14001

SINGULARI SEMPER declares that its operating processes are aligned with the principles of:

  • ISO9001 (Quality Management)
  • ISO45001 (Occupational Health and Safety)
  • ISO14001 (Environmental Management)

The foregoing does not imply the existence of a current formal certification, unless expressly stated otherwise in the corresponding quote or contract. SINGULARI may reject applications that contravene safe, environmental, or quality practices in accordance with these principles.

15. Force Majeure

Neither party shall be liable for breaches arising from force majeure events.

16. Confidentiality

All technical, commercial or strategic information shared between the parties will be confidential.

17. Jurisdiction and Applicable Law

The parties submit to the commercial laws of Mexico and the competent courts of Ciudad del Carmen, Campeche, waiving any other jurisdiction.

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