Version 10/2025 valid as of October 4th, 2025

The following TURCK General Terms and Conditions of Contracting (hereinafter “TURCK General Terms”) represent the sole basis for all contracts concluded between TURCK Comercial, S. de R.L. de C.V. (hereinafter “TURCK”) and a customer of goods sold or services provided by TURCK (hereinafter “Buyer”), regardless of the sales channel through which the contract is concluded (e.g. TURCK Webshop, sales call, electronic messaging, etc.).

Irrespective of the sales channel through which a contract is concluded and the identity or profile of Buyer, the TURCK General Terms shall apply. For the avoidance of doubt, the TURCK General Terms (including the entirety of the terms and conditions contained herein) are comprised of the following elements, all of which are that are hereby expressly accepted by and become binding to Buyer:

a) The TURCK General Terms and Conditions for Sale and Delivery, which shall always apply;

b) The TURCK Privacy Statement, which shall always apply;

c) To the extent existent, any applicable distributor or supplier agreement (the “Distribution Agreement”) or, where expressly approved by TURCK, any supply agreement with an end consumer (the “Supply Agreement”) entered into by and between Buyer and TURCK, which shall always apply to any transactions where a Distribution Agreement and/or a Supply Agreement exists; and

d) The Webshop Terms and Conditions (the “TURCK Webshop Terms”) contained in this document, which shall apply to any transaction conducted through the TURCK Webshop (as defined below)

e) In the event of a conflict, any Distribution Agreement or Supply Agreement (as applicable) shall prevail, followed by the TURCK General Terms and Conditions for Sale and Delivery, the TURCK Webhop Terms and then the TURCK Privacy Statement.

In addition to the provisions under section A, the following additional conditions on confidentiality, Intellectual Property (“IP”), and data protection shall apply to the TURCK General Terms irrespective of the sales channel through which a contract is concluded:

The Buyer shall treat all information disclosed to it or on behalf of TURCK, or acquired by Buyer concerning TURCK or the supplies, as TURCK´s confidential information "Confidential Information" shall mean any data, work product, trade secret, design, technique, process, invention, research, know-how, financial information, client and prospect information, market information, software, source code and related documentation and other information of TURCK, that is treated as confidential, and Buyer shall not use or disclose the same except:

(a) to the extent necessary in order to make effective use of the supplies;

(b) to obtain professional advice concerning the TURCK General Terms;

(c) to the extent disclosure is required by any law; or

(d) to the extent any relevant information shall become public knowledge other than through Buyer´s act or omission.

The Buyer is prohibited from reverse engineering any of the supplies.

The Buyer agrees to take all reasonable steps to ensure that access to Confidential Information of TURCK is appropriately restricted and that all reasonable precautions are taken to ensure that Confidential Information is not misappropriated or disclosed. No employee or agent of Buyer may be given access to Confidential Information unless such person is bound by agreement or otherwise not to use or disclose such information. The Buyer understands, acknowledges and agrees that it is fully responsible for the actions and conduct of his employees and agents with regard to the Confidential Information of TURCK, and any violation of the provisions of TURCK General Terms by an employee or agent of Buyer shall be considered a breach of TURCK General Terms by Buyer.

The Buyer shall have the same obligations with respect to the Confidential Information of any subsidiary or affiliate of TURCK as it does with respect to the Confidential Information of TURCK.

The Buyer, his employees, officers and agents, if any, are subject to the penalties set forth in Articles 223 and 224 of the Federal Industrial Property Protection Act (Ley Federal de Protección a la Propiedad Industrial) and the relevant provisions of the Federal Copyright Law (Ley Federal del Derecho de Autor) currently in force in Mexico.

TURCK processes personal data of its business partners within the framework of applicable law. Further information regarding the handling of personal data is available in the TURCK Privacy Statement.

In addition to the provisions as described under sections A. and B., the following Webshop Terms and Conditions (the “TURCK Webshop Terms”) shall only apply to transactions between TURCK and Buyer conducted through the use of the online portal operated by TURCK (the “TURCK Webshop”). 

1.1 TURCK has developed this TURCK Webshop, in which Buyer can place an order and/or make a purchase of machinery, auxiliary parts, and any related goods offered for sale in the TURCK Webshop (the “Goods”).

1.2 In addition to the TURCK General Terms, these additional terms and conditions apply to purchases made via the TURCK Webshop. In the event of any conflict derived from transactions processed through the TURCK Webshop, these additional terms and conditions shall apply. By accessing and using this website and/or by making or initiating a purchase through it, you expressly agree to the TURCK Webshop Terms and the TURCK General Terms. If you do not agree, you must refrain from using this site. Any matters, rights, obligations, or procedures not expressly addressed in these TURCK Webshop Terms, including but not limited to warranty, shipping, ownership, and liability, limitation of liability, retention of title, risk of loss, safety and protection precautions, payment terms, taxes, force majeure and acts of god, and applicable law and conflict resolution—shall be governed by the applicable provisions of TURCK General Terms, as amended from time to time.

1.3 TURCK reserves the right to amend these TURCK Webshop Terms at any time. TURCK will announce the changes made by email (or through a notice available in the TURCK Webshop) with at least 30 (thirty) calendar days before they enter into effect. If Buyer does not wish to accept any of the changes made, Buyer can terminate the agreement, termination that will take effect as of the date of entry into force of the new changes. If Buyer uses the TURCK Webshop after the date of entry into force of the new changes, it will constitute acceptance of the amended terms and conditions.

1.4 Buyer agrees to use the TURCK Webshop lawfully and not to engage in any illegal or improper use, including unauthorized use of third-party personal data.

2.1 Purchase orders (hereinafter “Orders”) are deemed to have been placed by authorized representatives of Buyer. Unless expressly authorized in writing by TURCK to B2B Buyers, all products purchased through the TURCK Webshop are intended solely for Buyer’s internal use and not for resale or commercial distribution. TURCK reserves the right to cancel any orders or suspend accounts found to be in violation of this provision.

2.2 If Buyer has placed an Order for Goods electronically through the TURCK Webshop, TURCK will confirm or deny the Order by electronic means, and the order shall only become binding upon TURCK once Buyer order confirmation is issued by TURCK (a “Binding Confirmation”). TURCK reserves the unfettered right to reject, in whole or in part, any order prior to issuing the Binding Confirmation. In the event of a conflict between these TURCK Webshop Terms and the terms of a Binding Confirmation issued by TURCK, the terms of the Binding Confirmation shall prevail solely with respect to the specific Order to which it applies. Buyer acknowledges that the submission of an Order through the TURCK Webshop constitutes an offer to purchase, and that no contract for sale is formed until TURCK issues a Binding Confirmation expressly accepting the order. TURCK reserves the right to reject any order in its sole discretion prior to issuing a Binding Confirmation.

2.3 As long as the Binding Confirmation has not been issued by TURCK, Buyer has the option to cancel or modify the Order. During the ordering process, TURCK will have the right to investigate within the legal framework whether Buyer can meet its payment obligations, business background, Goods ordered, pricing and inventory levels and all other applicable facts and factors that are deemed important in the opinion of TURCK in order to assess a specific Order from a Buyer.

2.4 In order to be able to place an Order, Buyer may be required to register as a user in the TURCK Webshop. All information requested on the electronic registration form, such as company, address, contact and payment details, must be provided completely and correctly. If costs arise as a result of incorrect information, Buyer is obliged to reimburse TURCK for these costs immediately, through the means that TURCK points out for such purposes. The use of information provided by Buyer shall be subject to the TURCK Privacy Statement.

2.5 The registration and any login details to the TURCK Webshop are non-transferable. Buyer must keep any login details secret and under no circumstances make them accessible to third parties. If Buyer becomes aware that unauthorized third parties have or will become aware of the login details, Buyer must inform TURCK immediately. TURCK is entitled to block access to the TURCK Webshop as a whole or in part in the event of incorrect use derived from bad faith, negligence, abuse or fraudulent use on the part of Buyer, without being obliged to pay any compensation. Buyer is liable for all costs and damages resulting from such misuse. In this Section, the term “damages" also includes claims for indemnification for unnecessary expenditure. Buyer is solely responsible for maintaining the confidentiality and security of its account credentials and for all activities that occur under its account. Buyer shall not transfer or share its account or login credentials with any third party. TURCK reserves the right to suspend or terminate any account in the event of unauthorized use or breach of these TURCK Webshop terms.

2.6 No Modification / Cancellation. Once an Order has been confirmed by TURCK through the Binding Confirmation, it may not be modified, rescheduled, or cancelled by Buyer without TURCK’s prior written consent, which TURCK may withhold at its sole discretion, unless otherwise permitted by the TURCK Webshop Terms or otherwise expressly approved by TURCK in writing.

2.7 TURCK reserves the right, upon reasonable notice, to audit Buyer’s records and processes to verify compliance with the requirements and/or any other obligations under these TURCK Webshop Terms. Buyer shall cooperate fully with any such audit.

2.8 TURCK may immediately terminate Buyer’s access to the TURCK Webshop and/or any TURCK General Terms in the event of a material breach of these TURCK Webshop Terms, unauthorized disclosure of login credentials or the breach of any the TURCK General Terms.

2.9. Buyer represents and warrants that it is not subject to any sanctions or export restrictions imposed by the United States, the European Union, Mexico, or any other applicable jurisdiction, and agrees to comply with all applicable export control and sanctions laws in connection with its use of the TURCK Webshop and purchase of Goods.

3.1 TURCK maintains the TURCK Webshop and makes every effort to keep the information on the TURCK Webshop complete, correct, and up-to-date. Despite all efforts, technical errors or inaccuracies may occur on the TURCK Webshop, due to extraordinary circumstances beyond TURCK's control. Such will be informed by TURCK to Buyer as soon as TURCK detects such. TURCK does not accept any liability for damages, costs or losses arising from said unforeseeable situations. TURCK is also not liable for loss or mutilation of data beyond its control. TURCK strives to correct any errors as quickly as possible and will notify the same to Buyer as soon as possible. While TURCK uses commercially reasonable efforts to ensure accurate functioning of the TURCK Webshop, Buyer acknowledges that prices, availability and other data shown in the system may, due to technical errors, differ from TURCK’s actual records. TURCK shall not be liable for, and shall have the right to correct, any typographical, computational or other errors, glitches or malfunctions discovered at any time.

3.2 TURCK strives to ensure that this TURCK Webshop functions optimally from a technical point of view and to offer a reliable user experience. However, TURCK cannot guarantee the continuous availability, uninterrupted access or error-free operation of the TURCK Webshop. Periodic maintenance work, technical problems or unforeseen circumstances may affect the availability and functionality of the TURCK Webshop. Such unavailability will be notified to Buyer as soon as possible. TURCK expressly rejects liability for damages, costs or loss caused in this context.

3.3 Buyer grants TURCK an unlimited and irrevocable license to use the rights to and control over entered data, other than personal data, to improve TURCK's products and services. If Buyer does not agree with the above, Buyer must restrain from using the TURCK Webshop. Subject to Buyer’s compliance with these TURCK Webshop Terms and any applicable additional TURCK General Terms, TURCK grants Buyer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the TURCK Webshop and related services solely for Buyer’s internal business purposes. Buyer shall not use the TURCK Webshop or any TURCK content for any commercial purpose not expressly authorized in writing by TURCK, nor shall Buyer engage in any data mining, scraping, use of robots, or similar data gathering or extraction methods. Buyer shall not use, or permit the use of, any automated means, including bots, scripts, or data scraping tools, to access, monitor, or interact with the TURCK Webshop without TURCK’s prior written consent. TURCK reserves the right to take any action it deems appropriate in response to unauthorized automated access.

3.4 If entered data can be traced back to a natural person, TURCK's Privacy Statement applies. User personal data will be processed according to the mentioned TURCK Privacy Statement and pursuant to the Mexican Federal Law on Protection of Personal Data Held by Private Parties (Ley Federal de Protección de Datos Personales en Posesión de los Particulares).

3.5 TURCK offers appropriate and reliable technical security mechanisms that guarantee the protection and confidentiality of Buyer's personal information and the transaction itself, and TURCK takes reasonable measures to ensure the security of the TURCK Webshop and to protect Buyer's data. However, TURCK cannot guarantee absolute security against unauthorized access, hacking, data theft, or other forms of cybercrime. The use of the TURCK Webshop and the provision of data is at Buyer’s own risk. TURCK advises Buyer to take appropriate security measures, such as using strong passwords, enabling two-factor authentication for email access, and regularly updating devices and software. TURCK will duly inform Buyer of any unauthorized access, hacking, data theft, or other forms of cybercrime, so Buyer is informed and can take the actions it deems necessary to protect its information, as provided in the Mexican Federal Law on Protection of Personal Data Held by Private Parties (Ley Federal de Protección de Datos Personales en Posesión de los Particulares).

3.6 To optimize the functionality of the TURCK Webshop, TURCK uses external service providers, such as hosting providers, payment gateways and analysis tools. Although TURCK carefully selects partners and cooperates with reliable third-party service providers, which offer appropriate and reliable technical security mechanisms that guarantee the protection and confidentiality of Buyer's personal information, TURCK does not have full control over their systems and operations. TURCK rejects any liability for damage, costs, or losses caused by technical problems, security breaches, or performance problems with such external service providers. TURCK will duly inform Buyer any technical problems, security breaches or performance problems with the external service providers, so Buyer is informed and can take the actions him/her/it deems necessary to protect its information, as provided in the Mexican Federal Law on Protection of Personal Data Held by Private Parties (Ley Federal de Protección de Datos Personales en Posesión de los Particulares).

3.7 It is the responsibility of Buyer to ensure that the devices, software and network connections used are suitable for and meet the requirements for the use of the TURCK Webshop. TURCK is not responsible for any technical problems or damage, costs or losses arising from Buyer's equipment, software settings or network connections. TURCK shall not be held liable for any direct or indirect damages resulting from the use of the Turck Webshop or the inability to access it.

3.8 TURCK reserves the right to suspend or restrict access to the TURCK Webshop at any time for security, maintenance, or legal compliance reasons, or in the event of suspected misuse or breach of these TURCK Webshop Terms.

3.9 The TURCK Webshop, including all underlying software, source code, object code, user interface, and related documentation (collectively, the "Webshop Software"), is and shall remain the exclusive property of TURCK or its licensors. Buyer is granted a limited, non-exclusive, non-transferable right to access and use the Webshop Software solely for the purpose of placing and managing Orders with TURCK. Buyer shall not, and shall not permit any third party to, copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Webshop Software, nor attempt to extract the source code or underlying structure of the Webshop Software. All intellectual property rights in and to the Webshop Software are expressly reserved by TURCK and its licensors. Any unauthorized use or infringement of the Webshop Software may result in immediate suspension or termination of access, and TURCK reserves the right to pursue all available legal remedies. TURCK may, at its discretion, provide updates or modifications to the Webshop Software, which may be installed automatically without prior notice. Buyer shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any TURCK software.

4.1 TURCK reserves the right to change prices at any time and without prior notice. Although TURCK strives to provide accurate and up-to-date pricing information, prices on the TURCK Webshop may not be up-to-date at the moment of consultation by Buyer; however, the final amount for the Order will be stated during the checkout process before Buyer provides payment information or places the Order. Buyer will be given the option to abort the Order or continue with the same. TURCK’s actions mentioned in this paragraph will comply with the Mexican Commerce Code (Código de Comercio) that rules business agreements. Regardless of the completion of the checkout process in the TURCK Webshop, Buyer agrees and understand that the Order shall not be completed or binding for TURCK until it receives a formal Binding Confirmation from TURCK.

4.2 The payment options available in the TURCK Webshop is digital payment unless otherwise authorized by TURCK for certain clients. For the processing of digital payments, TURCK uses the services of Stripe Payments Mexico, S. de R.L. de C.V. and/or its affiliates. The General Terms and Conditions of Stripe Payments Mexico, S. de R.L. de C.V. are available at https://stripe.com/en-mx/legal/ssa.

4.4 Unless otherwise agreed upon or specified, all prices are exclusive of applicable taxes, duties, and charges, which shall be borne by Buyer unless otherwise agreed in writing. Buyer shall be responsible for all applicable taxes, duties, and governmental charges arising from the purchase and delivery of Goods.

5.1 The stock and pricing indicated on the TURCK Webshop is a snapshot in time and serves only as a non-binding indication. TURCK will inform Buyer if a product part of such stock is available for purchase or not, before Buyer can place an Order. No rights can be derived from this. No right to delivery or binding sale arises until TURCK has issued the Binding Confirmation.

6.1 The TURCK Webshop, its underlying software, graphical user interface, databases and all associated intellectual property rights are and shall remain the exclusive property of TURCK. All Equipment offered in the TURCK Webshop is owned by TURCK (or its affiliates or licensors, as applicable) until legal and beneficial title passes to Buyer (a purchase and sales shall thus only be perfected upon issuance of a Binding Confirmation). If Buyer submits or uploads any content to the TURCK Webshop, Buyer grants TURCK a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media, solely for the purpose of providing and improving TURCK’s services.

6.2 All intellectual property rights, including but not limited to industrial property rights, copyrights, trade secrets, know-how, and any rights of use, in and to all products, software (including the TURCK Webshop and all underlying code, user interfaces, and related documentation), cost estimates, drawings, technical data, and any other documents or materials provided or made available by TURCK (hereinafter, "TURCK IP") are and shall remain the exclusive property of TURCK or its licensors. Buyer shall not, without TURCK’s prior written consent, use, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, disclose, or make accessible any TURCK IP to any third party, except as strictly necessary for the performance of the contract. Upon TURCK’s request or upon termination or expiration of the contract, Buyer shall promptly return or, at TURCK’s option, destroy all TURCK IP in its possession, including all copies thereof.

Nothing in this contract shall be construed as granting Buyer any license or right to use any trademark, trade name, logo, patent, utility model, design, copyright, or other intellectual property right of TURCK, except as expressly permitted in writing by TURCK. Buyer acknowledges and agrees to comply with all applicable provisions of Mexican intellectual property law, including the Federal Law for the Protection of Industrial Property (Ley Federal de Protección a la Propiedad Industrial) and the Federal Copyright Law (Ley Federal del Derecho de Autor).

7. 1 The Parties expressly acknowledge and agree that Section 11 (Applicable Law and Conflict Resolution) of the TURCK General Terms is hereby incorporated into, and shall govern, these TURCK Webshop Terms in its entirety. Buyer shall comply with all applicable export control, sanctions, and anti-corruption laws and regulations in connection with its use of the TURCK Webshop and the purchase, resale, or use of any Goods.

8.1 In lieu of a handwritten or electronic signature, Buyer’s express acceptance of these TURCK Webshop Terms by clicking the ‘I Agree’ (or equivalent) button during the registration or Ordering process shall constitute valid and binding consent to these TURCK Webshop Terms. The parties acknowledge and agree that such electronic acceptance shall have the same legal force and effect as a handwritten signature for all purposes, including applicable provisions under the Federal Civil Code (Código Civil Federal), the Commerce Code (Código de Comercio), and the Advanced Electronic Signature Law (Ley de Firma Electrónica Avanzada) of Mexico. Buyer expressly waives any defense to the enforceability of these TURCK Webshop Terms based on the absence of a handwritten or digital signature, and agrees that the act of clicking to accept constitutes express consent to be legally bound by these TURCK Webshop Terms. The provisions of these TURCK Webshop Terms which by their nature should survive termination or expiration (including, but not limited to, those relating to confidentiality, intellectual property, indemnification, and payment obligations) shall so survive.

10.1 All notices or other communications required or permitted under these TURCK Webshop Terms shall be in writing and shall be deemed duly given when delivered by hand, sent by registered mail, or by email to the addresses specified in Buyer’s registration or as otherwise notified in writing. Buyer consents to receive all communications, notices, agreements, and disclosures from TURCK electronically, including via email or through postings on the TURCK Webshop. Buyer agrees that all such electronic communications satisfy any legal requirement that such communications be in writing and acknowledges their full legal force and effect.

11.1 If any provision of these TURCK Webshop Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.1 Waiver. No waiver of any provision of these TURCK Webshop Terms shall be effective unless in writing and signed by the waiving party. The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision.

13.1 These TURCK Webshop Terms are executed in both English and Spanish. In the event of any conflict or inconsistency between the English and Spanish versions, the Spanish version shall prevail, provided however, if a document is available only in English, then the English version shall prevail.

14.1 These TURCK Webshop Terms (including any Binding Confirmations), together with any applicable elements of the TURCK General Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, and representations.

15.1 A business buyer (“B2B Buyer”) is considered to be any Buyers who have entered into a valid Distribution Agreement (such B2B Buyers hereinafter referred to as “Authorized Distributors”) or Supply Agreement (such B2B Buyers hereinafter referred to as “B2B End Consumers”) with TURCK or to which TURCK has otherwise agreed in writing to treat as a B2B Buyer.

15.2 The provisions of this Article 15 apply exclusively to B2B Buyers processing Orders of Goods through the TURCK Webshop using their private, password-protected, invitation-only access to the TURCK Webshop and not as a guest unregistered Buyer.

15.3 Unique End-Buyer Quote. Each Authorized Distributor shall obtain from TURCK, and enter at check-out, a unique identification code (“End-Buyer Quote”) for every single end customer on whose behalf the Distributor intends to place an Order. The Authorized Distributor shall:(a) ensure that the End-Buyer Quote is correct and current;(b) use the code solely for purchases intended for the specific end customer to whom the code is linked; and(c) refrain from using any End-Buyer Quote for sales to any other end customer. Any breach of this Section 15.3 constitutes a material breach of the TURCK General Terms.

15.4 Reimbursement for Misuse by Authorized Distributor. If, following delivery of the Goods, TURCK discovers that the Distributor supplied the Goods to an end customer other than the end customer associated with the relevant End-Buyer Quote, the Distributor shall, within five (5) Business Days of TURCK’s written request, reimburse to TURCK any pricing differential between the preferential price granted and TURCK’s list price applicable to the actual end customer. Likewise, TURCK shall have the right to terminate any applicable Distribution Agreement or commercial contract for the sale of Goods with such Authorized Distributor and the right to cancel any pending Orders (even if a Binding Confirmation has been issued).

15.5 B2B End Consumers Purchases. B2B End Consumers shall only place Orders for their own use and not for resale or on behalf of third parties, unless otherwise expressly agreed in writing by TURCK.

15.6 Additional Payment Methods for B2B Buyers. In addition to digital payments, payments by B2B Buyers be made by wire transfer, electronic transfer or check to the bank account designated by TURCK in the Binding Confirmation or as otherwise established in the checkout form in the TURCK Webshop. No other payment methods shall be available unless TURCK has expressly agreed in writing to accept an alternative payment method in a particular case (or as otherwise permitted by the TURCK General Terms). Any fees or charges levied by the remitting bank shall be borne by Buyer. Invoices not paid in full on or before the due date will accrue default interest at the rate of one and one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is lower.

15.7. The TURCK Webshop offered to B2B Buyers is intended as a business-to-business portal. Prices displayed after log-in by the B2B Buyer are tailored to the specific Buyer and Approved End Consumers and therefore may vary from prices offered to other Buyers or Approved End Consumers.

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