GENERAL PROVISIONS
The provisions contained herein, along with any special conditions that may be expressed in attached documents approved by SEW-EURODRIVE COLOMBIA LTDA, constitute the Terms and Conditions under which SEW- EURODRIVE will sell its products.
With the acceptance of the purchase order or its equivalent purchase acceptance document by SEW-EURODRIVE, as well as the acceptance of the offer presented by SEW- EURODRIVE by the buyer, the contract is understood to be perfected, expressly limited and conditioned to the acceptance of the general terms and conditions of sale, service, and warranty of the business.
Any additional, inconsistent, or different term or condition contained in the purchase order issued by THE BUYER, or in other documents provided by THE BUYER, which has not been expressly accepted in writing by SEW- EURODRIVE, shall be understood as rejected by SEW- EURODRIVE to the extent that it differs from the negotiated Terms.
In the event of a conflict between these Terms and any other document that forms part of the negotiation and/or contract, the Terms set forth in this document shall take precedence, except for the sections that have been modified in writing by the Parties.
PRICES
Unless a different term or validity period for the offer is indicated in writing, all quotations shall have a maximum validity of fifteen (15) calendar days.
The prices indicated do not include any tax, such as value- added tax (VAT), wealth tax, capital goods tax, or similar, nor any other tax levied on the sale or transaction, which, if applicable, must be paid by THE BUYER.
PAYMENT
The payment terms for each invoice shall be established in the respective purchase order or Contract, in accordance with the payment period agreed upon and approved by SEW- EURODRIVE COLOMBIA LTDA. Regardless of the payment method used, payment shall not be considered made until the amount has been fully and irrevocably credited to the account of SEW-EURODRIVE COLOMBIA LTDA.
CREDIT
SEW-EURODRIVE COLOMBIA LTDA will review the request and documentation submitted by each client to determine the assigned revolving credit limit, as well as the risk classification.
In any case, SEW-EURODRIVE COLOMBIA LTDA reserves the right to approve or reject the credit request, based on the risk and other conditions established exclusively by the company.
Periodically, and at its sole discretion, credit limits and terms will be reviewed. The client may present guarantees in order to increase their credit limits, subject to prior agreement between the parties.
Orders that exceed the approved credit limits are automatically blocked by the SEW-EURODRIVE COLOMBIA LTDA system and submitted for review by the competent department. The release of orders shall be at the discretion of the finance department of SEW or upon regularization of payment of any outstanding invoices.
New orders will only be accepted and processed once overdue payments have been settled.
Payment delays may result in the temporary suspension of credit until obligations are fulfilled, and SEW-EURODRIVE COLOMBIA LTDA may, at its sole discretion, suspend or permanently withdraw the approved credit.
The expression “regularize payments” shall be understood as being up to date with credits and having settled any outstanding payments.
PRICE CONDITIONS
Our prices are fixed during the validity period of the quotation or commercial offer. However, they do not take into account the uncertainty and effects caused by current global market conditions on the prices of materials used in the manufacturing of equipment or components. Therefore, in the event of an extraordinary situation or force majeure that leads to increases in the prices of raw materials used in the production of the components or spare parts offered, the parties shall agree, in writing and expressly, in good faith, on any applicable financial adjustments in order to maintain the economic balance of the contract.
If the parties do not reach an agreement within fifteen (15) calendar days following notification of the situation, they shall jointly define the terms for canceling the order, without penalties being applied.
In such case, the buyer releases SEW-EURODRIVE COLOMBIA LTDA from all liability.
DELIVERY CONDITIONS AND DEADLINES
The indicated delivery date for the products offered by SEW-EURODRIVE COLOMBIA LTDA is approximate and subject to inventory turnover, import processes, and customs clearance. Therefore, SEW-EURODRIVE COLOMBIA LTDA shall not be held liable for any cost incurred by the buyer or end user due to delays in manufacturing, inventory availability, manufacturing reprocessing, import and customs times, force majeure events, or any other cause beyond SEW EURODRIVE’s reasonable control or beyond its capacity to act.
The delivery period stated in the offer shall begin once all of the following conditions have been met:
− Receipt of the purchase order and/or written authorization from the client.
− Confirmation by the client of all technical data required for the supply of the equipment.
− Fulfillment of the payment conditions established in the negotiation.
− Being up to date with previous obligations and payments or having all payments regularized.
Any modification to the standard terms and conditions stated in the offers may affect the price and delivery times offered. In such cases, the buyer unilaterally and knowingly accepts any changes that may occur in the price and delivery period.
Without prejudice to what is stated in this document, the delivery terms shall be those established in the offers and/or order confirmations in accordance with the INCOTERMS in effect at the date of the offer.
Unless otherwise stated in the submitted proposal, unloading and internal movements within the location of the equipment shall not be included, and shall be the sole responsibility and cost of THE BUYER.
In cases where the products supplied are picked up directly at the facilities of SEW-EURODRIVE COLOMBIA LTDA by the client, a carrier, or a third party authorized by the client, all risks of damage, destruction, or loss shall be borne by THE BUYER. Under no circumstances will claims be accepted regarding the suitability, quality, insurance, damages, failures, losses, or disappearance that may arise from the transport and handling of the products.
Delivery of the equipment is deemed completed at the moment THE BUYER or the carrier designated by the buyer signs the delivery slip and/or delivery guide.
The buyer must carry out a detailed visual inspection at the time of receiving the equipment to verify the proper delivery conditions of the product. Any and all irregularities found in the received product must be recorded in detail on the delivery slip and/or the carrier’s guide.
CHANGES TO THE PURCHASE ORDER OR CONTRACT
The proposal from SEW-EURODRIVE COLOMBIA LTDA will be prepared based on the information, conditions, and specifications provided by THE BUYER.
In cases where the information provided by THE BUYER is insufficiently detailed or incorrect for selecting the equipment and/or spare parts, SEW-EURODRIVE COLOMBIA LTDA shall not be held responsible for undersized equipment, technical changes, position modifications, or changes in operating conditions.
For all offers submitted by SEW-EURODRIVE COLOMBIA LTDA, THE BUYER must verify that the technical information attached to the proposal is correct and consistent with the requirements.
THE BUYER may request changes to the equipment or other modifications to the purchase order, which shall only be effective upon written agreement regarding changes in price and delivery time.
CANCELLATION OF THE PURCHASE ORDER BY THE BUYER
In the event of cancellation of the purchase order by THE BUYER, SEW-EURODRIVE COLOMBIA LTDA will issue an invoice that must be paid within thirty (30) calendar days from the date of issuance, including all expenses incurred up to the cancellation date, with the corresponding deduction for any amounts previously received.
THE BUYER may, at its discretion, unilaterally terminate the contract or cancel the purchase order at any time, by sending written notification via certified mail to SEW- EURODRIVE COLOMBIA LTDA at least eight (8) calendar days in advance. In such case, SEW-EURODRIVE will respond in writing indicating whether or not it accepts the cancellation.
SEW-EURODRIVE COLOMBIA LTDA shall notify THE BUYER of any costs or expenses incurred as a result of assemblies, transportation, administrative expenses, or any other cost arising from the order process, all of which must be fully paid by THE BUYER.
RETURNS
In the case of equipment returns or changes to the technical specifications of assembled and/or delivered equipment, SEW- EURODRIVE COLOMBIA LTDA reserves the right to accept or reject such returns, depending on the condition in which the equipment arrives at its facilities, subject to a written assessment by the SEW-EURODRIVE Colombia service department:
a. The products must arrive in perfect condition.
b. The products must arrive in their original packaging and must not have been installed or used.
c. The product identification (identification label) must remain intact.
d. The information on the identification label must match the reference and specifications stated on the product’s sales invoice.
Failure to meet any of the above conditions will entitle SEW- EURODRIVE COLOMBIA LTDA to reject the request for return or change in the technical specifications of the assembled and/or delivered equipment, without prejudice to SEW- EURODRIVE COLOMBIA LTDA’s right to deny any return.
All associated costs incurred by SEW-EURODRIVE COLOMBIA LTDA must be fully paid by THE BUYER in order for the return to be accepted.
Once the aforementioned payments have been received, THE BUYER shall be considered fully settled in all respects, and SEW-EURODRIVE COLOMBIA LTDA shall consequently waive the right to pursue any judicial or arbitral action arising from the contract, the issuance of the purchase order, or its termination.
In the event of non-compliance by THE BUYER in paying invoices according to the established terms, SEW- EURODRIVE COLOMBIA LTDA may, at its discretion, unilaterally terminate the contract and shall be entitled to demand payment of the outstanding invoices as well as compensation for any damages caused.
CHANGES IN LAW
In the event of changes in the law applicable to the contract or the purchase order—especially regarding taxes and tariffs—after the proposal has been submitted, and which affect the contract value or its prices, SEW-EURODRIVE COLOMBIA LTDA shall expressly and in writing agree with THE BUYER on the applicable financial adjustments. SEW- EURODRIVE COLOMBIA LTDA shall not be obligated to comply with the original offer in such case.
APPLICABLE LAW
These terms, as well as the contract and purchase order, shall be governed by the laws of Colombia.
PENALTIES AND SANCTIONS
SEW-EURODRIVE COLOMBIA LTDA reserves the right to reject any penalties for failure to meet requested conditions, unless previously agreed upon in writing and mutually accepted by both parties.
SEW-EURODRIVE COLOMBIA LTDA does not accept charges or penalties for damages of any nature.
WARRANTY CONDITIONS
The gear units, gearmotors, electric motors, frequency inverters, and any other products of SEW-EURODRIVE COLOMBIA LTDA are manufactured under the highest quality standards, rigorously inspected at various stages of their production and subsequent assembly, ensuring flawless operation for years.
SEW-EURODRIVE COLOMBIA LTDA products, when used under normal working conditions and in accordance with specifications, are covered by a warranty for manufacturing quality and proper operation for a period of twelve (12) months from the date of delivery.
SEW-EURODRIVE COLOMBIA LTDA provides technical guidance for the use and handling of its products; therefore, it is the responsibility of THE BUYER to examine and specify the product according to the requirements of SEW-EURODRIVE COLOMBIA LTDA, otherwise the warranty may be voided.
All inspections necessary to validate this warranty shall be carried out at SEW-EURODRIVE workshops, with transportation costs being the responsibility of THE BUYER or user.
SEW-EURODRIVE COLOMBIA LTDA’s liability is strictly limited to its own equipment and does not extend to damages caused by such equipment to materials, labor, or other equipment.
SEW-EURODRIVE COLOMBIA LTDA assumes no responsibility for parts that show premature wear due to negligent use or handling, or improper application. Use of the products beyond the established capacity, abuse, alterations, damage due to lack of maintenance, and improper storage are excluded from the warranty.
Any modifications or disassembly (full or partial) carried out by individuals not authorized by SEW-EURODRIVE COLOMBIA LTDA, as well as failure to observe or comply with the technical and service recommendations set forth in the manuals and/or assembly and operation instructions provided with the supplied products, and any full or partial non-payment for the acquisition of the equipment or product, shall void the warranty.
In case of doubts regarding product quality, the verified results
from SEW EURODRIVE’s test benches shall be considered.
SEW EURODRIVE’s obligation under this warranty shall be limited to repair or replacement on F.O.B. terms at SEW- EURODRIVE’s factory or assembly facility, and applies to any part or parts found to have manufacturing defects.
Under these warranty terms, SEW-EURODRIVE shall in no case be liable to THE BUYER or user for claims involving expenses or losses resulting from operational delays, work stoppages, loss of profits, property damage, or personal injury caused by defective products or as a consequence of indirect damages of any nature.
SEW-EURODRIVE shall not be responsible for any type of warranty for equipment and/or accessories of other brands supplied directly by THE BUYER or the client for installation in SEW-EURODRIVE equipment or products.
These warranty terms shall apply specifically to the equipment detailed in our offers and invoices that have been acquired directly from SEW-EURODRIVE COLOMBIA LTDA.
RESTRICTIONS ON SALES AND USE OF PRODUCTS FOR CERTAIN PURPOSES
SEW-EURODRIVE products are manufactured for civil use and must not be used for military purposes involving any connection to chemical, biological, or nuclear weapons, or missiles intended to transport such weapons.
SEW-EURODRIVE products may be subject to legal regulations or restrictions and are therefore restricted in cases of sale to countries or clients located in territories subject to international export or import bans or restrictions. In case of doubt, consult with authorized SEW-EURODRIVE personnel.
THE BUYER or the client agrees to hold SEW-EURODRIVE harmless from any liability arising from the use, handling, purpose, application, or operation involving any SEW- EURODRIVE products.
The BUYER's or client’s commitment to hold SEW- EURODRIVE harmless shall apply in civil, commercial, tax, criminal, administrative, customs, and all forms of contractual or non-contractual liability.
COMPLIANCE WITH EXPORT CONTROL REGULATIONS
(1) The Parties [SEW and THE BUYER (the Other Party)] acknowledge that the supply and/or service, or parts thereof—particularly the export and transit of goods, the transfer of technology, trade and brokering, technical support, or the provision of financial resources—may be subject to specific export control laws and regulations of the European Union, Germany, the United States of America, or other countries (e.g., restrictions related to countries, individuals, uses, and others), as well as financial sanctions (hereinafter referred to as Export Control Regulations).
(2) The Parties must comply with all applicable Export Control Regulations. This includes, in particular, any regulations of the destination country. The Parties acknowledge that the supply and/or service affected by such Export Control Regulations may require authorization or may be prohibited.
In the event that any applicable Export Control Regulation prevents SEW-EURODRIVE or THE BUYER [the Other Party], even temporarily, from fulfilling this Agreement, then either Party shall have the right to cancel the corresponding supply and/or service or the Agreement in whole or in part.
(3) Delays caused by licensing procedures from the competent export control authorities shall consequently extend the execution period for goods and/or services; this especially applies to delivery times.
(4) Any claims for compensation related to the rejection or delay of an order as a result of Export Control Regulations are excluded, unless they concern damage to life, personal injury, or health, or if the damage was caused intentionally or by gross negligence on the part of either Party.
(5) The Parties agree to cooperate in any authorization/licensing process. Upon request, each Party shall immediately provide the other Party with the relevant information/documents (e.g., end-user certificates) required in the other Party’s certification process.
CONDITIONS FOR SEW-EURODRIVE TECHNICAL SERVICE
Any inspection or review conducted by the Service Department of SEW-EURODRIVE COLOMBIA LTDA will incur a cost, which will be subject to the current labor rates applicable to each equipment size and reference. This fee will NOT be charged in the following cases:
When the repair of the equipment is authorized, the inspection fee will be included in the total service cost.
When a new piece of equipment with similar characteristics is acquired under the commercial replacement or trade-in program for the damaged or obsolete equipment.
When the equipment is within the warranty period and the failure corresponds to a manufacturing defect or is covered under the general warranty conditions of the product.
Inspected equipment that is not repaired will be returned disassembled. If reassembly of any equipment is required, it will incur a labor cost according to the current service rates of SEW-EURODRIVE COLOMBIA LTDA.
Freight charges for the return of unrepaired equipment shall be borne by the client.
After SIXTY (60) calendar days from the date the equipment is diagnosed, if the repair or replacement is not authorized, storage costs will begin to accrue as compensation, in accordance with Articles 972 and 973 of the Commercial Code.
After ONE HUNDRED TWENTY (120) days, SEW-EURODRIVE COLOMBIA LTDA will no longer be responsible for the equipment, and it will be discarded and scrapped.
In the event that additional components or accessories installed on the equipment (such as pulleys, gears, couplings, flanges, etc.) cannot be removed at the SEW-EURODRIVE COLOMBIA LTDA workshop, their removal will incur an additional cost and will be carried out only with written authorization from THE BUYER or the client. SEW- EURODRIVE COLOMBIA LTDA will not assume any responsibility for damages or warranty claims that may arise from the removal of these elements.
SEW-EURODRIVE COLOMBIA LTDA shall not be responsible for the safekeeping of additional items or accessories included with the equipment that are not reported and registered with SEW-EURODRIVE COLOMBIA LTDA technical staff at the time of equipment delivery.
To begin equipment maintenance work or to perform any technical service, written authorization from the client and/or THE BUYER is required.
All commercial offers shall be valid for FIFTEEN (15) calendar days from the date the quotation is issued. After the offer expires, SEW-EURODRIVE COLOMBIA LTDA may or may not accept the order, depending on current costs and spare parts availability.
The delivery date(s) indicated in commercial offers for repairs and/or maintenance of equipment are approximate and subject to spare parts availability due to inventory turnover, import and customs clearance times, force majeure events, or any other cause beyond the reasonable control of SEW- EURODRIVE COLOMBIA LTDA. Such circumstances may cause changes to the quoted delivery timelines, in which case SEW-EURODRIVE COLOMBIA LTDA shall not be responsible for any cost incurred by the contractor and/or THE BUYER or user due to delays in equipment repair.
In such case, the buyer unilaterally and knowingly accepts any changes that may occur to the price and the delivery time of the product.
GENERAL CONDITIONS FOR ON-SITE ASSISTANCE AND TECHNICAL SERVICE
The equipment or machines in which SEW-EURODRIVE products are installed and that are to be subject to intervention during the service must be made available to SEW-EURODRIVE under basic conditions that guarantee the proper execution of the work.
In cases where modifications or adjustments to the machine or equipment are required in order to provide the service, these shall be the responsibility of the contracting company, THE BUYER (or the client), and the time taken to make such adjustments will be charged, as well as the time spent by the SEW-EURODRIVE service technician on the premises of the contracting party, THE BUYER (or the client), including travel time.
Before any technical service is initiated by SEW- EURODRIVE authorized personnel, THE BUYER must ensure that all necessary civil works, mechanical, hydraulic, electrical, or any other installations required for the provision of the service are completed.
Airfare, ticket changes, transfers, lodging, meals, taxis, excess baggage, and materials used that are not included as part of the assistance scope in the commercial offers approved by the contracting party and that are considered additional services, or any other related expenses, will be charged as an additional cost.
Travel time by SEW-EURODRIVE authorized service personnel to and from the client’s facilities shall be considered billable working hours.
SERVICE WARRANTY
The warranty period for complete repairs of SEW-EURODRIVE mechanical equipment is ONE (1) calendar year from the date of equipment delivery.
For repairs of electronic line equipment, partially serviced mechanical equipment, or repairs performed on equipment from other brands, the warranty is THREE (3) months and applies only to the components replaced.
The warranty for our equipment is of a technical nature and applies exclusively to the repaired equipment, not to associated elements or related processes. SEW-EURODRIVE COLOMBIA LTDA does not offer any warranty related to lost profits or similar claims. A technical warranty will be issued only after the case is analyzed by SEW-EURODRIVE COLOMBIA LTDA, who will then determine whether it qualifies under warranty terms.
All inspections necessary to validate this warranty will be carried out at SEW-EURODRIVE workshops, with transportation costs being the responsibility of THE BUYER or user.
SEW-EURODRIVE assumes no responsibility for parts that show premature wear resulting from negligent use, improper handling, or incorrect application.
Use of the products beyond their established capacity, abuse, modifications, damage due to lack of maintenance and/or improper storage, poor electrical connections, overvoltages, natural events, and force majeure situations are excluded from the warranty for both service and replaced parts.
Any modifications or disassembly (partial or complete) performed by unauthorized persons will void the warranty on both the service and the replaced parts.
TOLERANCE
The tolerance of the parties regarding any breach of the conditions established herein shall not result in exemption, forgiveness, suspension, interruption, waiver, extinction, acquired rights, and/or modification of the agreed terms. Such tolerance shall be understood solely as an act of leniency concerning the tolerated situation, and compliance with the agreed conditions and parameters may be demanded at any time.
FINAL PROVISIONS
The issuance of written authorization or a document or purchase order by THE BUYER shall imply full knowledge and acceptance of these “General Terms and Conditions of Sale, Service, and Warranty.”