General Terms and Conditions for Elevator System Services

GENERAL TERMS AND CONDITIONS FOR ELEVATOR SYSTEM SERVICES

1. Scope and Applicability

These General Terms and Conditions (“T&Cs”) apply to all offers, quotations, services and works provided by QUETZALIFT S de RL de CV (“CONTRACTOR”) regarding elevator and vertical transport systems’ installation, repair, refurbishment, modernization, testing, commissioning, maintenance, servicing, inspection and, in general, any other related services (the “Services”). These T&Cs form an integral part of any agreement concluded between CONTRACTOR and the client (“Client”).

2. Contract Formation and Validity of Agreements

Any commercial, technical or other documentation issued by CONTRACTOR is subject to these T&Cs. A binding contract is formed upon written acceptance, commencement of the Services, or payment, whichever occurs first. Any scope, instruction, change, approval or agreement under these T&Cs shall be valid only if made in writing.

3. Scope of Services and Exclusions

The scope of the Services is limited to what is expressly included. Civil works, permits, power supply, unloading, site transport and elevator operation are excluded unless expressly agreed otherwise. CONTRACTOR may subcontract all or part of the Services.

4. Variations and Changes

Any change to the scope of the Services, equipment, technical or maintenance specifications, performance requirements, execution sequence, interfaces, assumptions, or the time for performance of the Services requires written agreement. CONTRACTOR is entitled to an adjustment of price and/or time resulting from such changes.

5. Price and Payment

Prices are as stated in the applicable offer, quotation or agreement and are exclusive of VAT unless stated otherwise. Payments shall be made in accordance with the agreed payment terms. Unless otherwise expressly agreed in writing, invoices shall be payable within latest seven (7) calendar days from the invoice date. Invoices not disputed by Client in writing within seven (7) calendar days of the invoice date are deemed accepted. Prices are subject to indexation. CONTRACTOR may adjust prices to reflect changes in applicable laws, regulations, technical requirements, operating conditions, or input costs, subject to 15 days advance written notice. In case of refusal of such adjustment, Client may terminate the services in writing within such period, without penalty, effective at the end of the then-current billing period. Late payments accrue interest at the maximum rate permitted by law. CONTRACTOR may suspend or terminate Services in case of non-payment.

6. Site Conditions and Client Obligations

Client shall ensure that the site is entirely safe, accessible and suitable for execution of the Services, including the availability of access, power supply and compliance with applicable safety rules and structural conditions. Delays or additional costs arising from inadequate site conditions entitle CONTRACTOR to an extension of time and/or price adjustment.

7. Testing, Acceptance and Risk

Testing and commissioning form part of the Services where included in the agreed scope. Acceptance occurs upon completion of the Services or, for maintenance, upon performance of the scheduled visit. Risk of loss or damage to equipment passes to Client upon delivery to site or, in the case of maintenance services, remains with Client.

8. Warranty and Maintenance

Equipment is subject to the applicable manufacturer’s warranty, if any provided. Warranty coverage is conditional upon proper operation and maintenance in accordance with manufacturer requirements and applicable standards. Unauthorized intervention on the Elevator System by Client or by any third party shall invalidate applicable warranties and relieve CONTRACTOR from responsibility for resulting defects, failures or safety issues. For maintenance services, CONTRACTOR does not warrant the condition of existing equipment beyond the scope of the Services performed.

9. Liability

CONTRACTOR’s total liability under this Agreement is limited to the price paid for the relevant Services giving rise to the liability. CONTRACTOR shall not be liable for any indirect or consequential damages or loss of profit, to the extent permitted by law. Nothing in these T&Cs limits or waives any rights or remedies available under applicable law, including liability arising from willful misconduct or gross negligence.

10. Suspension and Termination

CONTRACTOR may suspend or terminate Services for non-payment, unsafe conditions, lack of access, or breach by Client. Client remains liable for all Services performed and all costs incurred, including those arising from suspension or termination.

11. Confidentiality and Intellectual Property

All technical, commercial and other information exchanged between the parties in connection with the Services shall be treated as confidential and shall not be disclosed or used for any purpose other than performance of the Services, except as required by law or with prior written consent of the disclosing party. Intellectual property and know-how remain with the owning party. Client receives a limited, non-transferable, non-sublicensable right to use deliverables solely for operation of the elevator system. This obligation survives completion or termination of the Services.

12. Force Majeure

Neither party shall be liable for failure or delay in performance to the extent caused by events or circumstances which could not reasonably have been foreseen or avoided and which prevent or delay the performance of obligations under this Contract, including without limitation strikes, transport disruptions, natural disasters, epidemics, pandemics, fire not caused by the gross negligence or willful misconduct of the affected Party, governmental actions, Acts of God (caso fortuito o fuerza mayor) and widespread utility failures.

13. Governing Law and Preservation of Rights

These T&Cs are governed by the laws of the United Mexican States. Jurisdiction lies with the competent courts of Monterrey, Nuevo León. Nothing in this T&Cs limits CLIENT’s statutory rights under applicable mandatory law. Each party shall comply with applicable anti-corruption laws. Each party shall comply with applicable data protection laws with respect to any personal data processed in connection with the Services. CONTRACTOR processes personal data in accordance with its Privacy Notice (Aviso de Privacidad), a copy of which is available upon request.

14. Language

These T&Cs are issued in both English and Spanish. In the event of any discrepancy, inconsistency or conflict between the two versions, the Spanish version (Condiciones Generales) shall prevail.