Last Update: 15 Jul 2025.
Terms and Conditions of Purchase
These terms and conditions are established for Avera’s international suppliers, outlining the fundamental requirements and guidelines governing product procurement. The purpose is to ensure a transparent and efficient commercial relationship between Grupo Jinim, S.A. de C.V. (“Avera”) and its international suppliers, in strict alignment with the quality, compliance, and delivery standards set forth by Avera. By accepting a Purchase Order (PO), the supplier acknowledges, accepts and unconditionally undertakes to comply with the terms and conditions contained herein, as well as any modifications and/or amendments made and communicated by Avera, without the need for prior notice, acknowledgement, or additional consent from supplier (the “Terms and Conditions”). These Terms and Conditions are deemed incorporated by reference into every PO issued by Avera to any of its international suppliers that have accepted expressly or impliedly by means of partially or completely performing under such POs, and shall govern in full, unless superseded by a written agreement duly signed by both parties.
If applicable, the supplier declares through its authorized officer and/or legal representative, that it is an entity duly incorporated and valid existing under its applicable local law, and that its authorized officer and/or legal representative has sufficient authority to accept and undertake the obligations set forth in these Terms and Conditions, and such authority has not been modified or revoked to this date.
If applicable, the supplier declares that he/she is of legal age and has full capacity to accept and undertake the obligations set forth in these Terms and Conditions.
1. General Terms
1.1 These Terms and Conditions are applicable to all purchases made by Avera to its international suppliers. By receiving a Purchase Order (PO) from Avera, the supplier agrees to comply with these Terms and Conditions.
1.2 Avera reserves the right to unilaterally modify these Terms and Conditions at any time. Any such modification shall be deemed accepted by the supplier upon continued provision of goods, or upon acceptance of subsequent POs.
1.3 All monetary amounts agreed between the parties must be expressed and settled in USD, unless expressly agreed otherwise in writing.
1.4 These Terms and Conditions shall prevail over any conflicting terms in supplier invoices, quotations, order confirmations, or other supplier communications, unless expressly agreed to in writing by Avera.
2. Product Quality and Specifications
2.1 All products must meet the agreed quality standards and specifications as per the Product Summary/quotation previously shared and approved by Avera. Any changes to the product, regardless of how minor, must be approved by Avera in writing before implementation.
2.2 Printing proofs and all packaging designs, including boxes, logos, typefaces, colors, and other graphic elements, must be approved by Avera's Product Development team before mass production begins.
2.3 The supplier assumes full responsibility for any default related to quality, quantity or specifications, being responsible for any and all costs arising from its non-compliance.
3. Supplier Documentation and Compliance
3.1 For all new suppliers, a factory audit will be conducted by Avera’s quality partner. Suppliers must provide all required documentation to complete the approval / inbound process.
3.2 Any changes to the supplier’s banking details, company address, or other relevant information must be formally communicated and confirmed by Avera prior to implementation.
3.2.1 In the case of banking changes, the supplier must provide a valid justification, a recent bank statement, and notify Avera at least 30 calendar days in advance. Avera will first issue a test transfer to the new account before proceeding with any full payment.
3.3 The receipt, Receiving, evaluation, and approval of product samples by Avera does not imply any obligation to issue a purchase order constitute a commitment from Avera to place an order.
4. Purchase Order Process
4.1 Suppliers must provide Avera with a Proforma Invoice (PI) based on the Purchase Plan.
4.2 The PI must include delivery lead times, order volume in CBMs (Cubic Meters) or container quantities, and any proposed adjustments to optimize container loads.
4.3 Submission of a PI does not confirm the order. The purchase will only be considered legally binding and enforceable upon Avera’s issuance of a written PO, duly signed by an authorized representative, and enforceable upon supplier whether expressly or impliedly accepted by supplier.
4.4 Both Avera and the supplier must reference the PO number in all shipping documents, including CI (Commercial Invoice), PL (Packing List), BL (Bill of Landing), etc.
4.5 By accepting the corresponding PO, the supplier undertakes to comply in full with these Terms and Conditions as well as any additional policies communicated by Avera from time to time.
5. Production and Delivery
5.1 Suppliers must notify in writing Avera of any potential delay in production that could impact the agreed delivery date, at least 15 calendar days after receiving the PO. In case the supplier does not notify Avera within this period, the supplier will be obliged to deliver the products of the PO and shall apply a non-waivable penalty of 30% on the total order value. This penalty is cumulative with any other applicable damages or remedies.
5.2 If the delay exceeds 10 calendar days from the agreed delivery date, the supplier must apply a 5% price reduction for every additional 10-day delay, unless exempted by Avera. Force majeure events will be considered separately.
5.3 Suppliers are fully responsible for following the agreed Incoterms from the PI and covering all related costs. In case of a port change, Avera will determine who covers additional expenses.
5.4 Avera reserves the right to cancel any PO, in whole or in part, if supplier fails to comply with any of its obligations set forth herein.
6. Inspections and Quality Control
6.1 Avera conducts a loading inspection for all shipments, performed by its quality partner at Avera’s expense.
6.2 Suppliers must coordinate and ensure that the inspection is scheduled in a timely manner by confirming the inspection with Avera’s quality partner at least 48 hours before the container is scheduled to load. Suppliers must provide the necessary access and support and comply with all requirements set by the quality partner.
6.3 For new products or first-time production by a supplier, additional quality inspection will be necessary. These inspections must be coordinated and facilitated by the supplier, who will be responsible for providing the necessary access and resources for its performance.
6.4 For any new products the supplier shall send a sample of the final product to Avera. This sample will be used by Avera to carry out marketing activities. The sample must reflect the exact quality, packaging, and labeling of the production batch.
6.5 The supplier undertakes to correct and/or amend any findings detected during the inspections, bearing all associated costs. Avera will not assume costs arising from errors, defects or non-compliance.
6.6 Any batch failing inspection or containing non-conforming goods shall be deemed non-accepted, and title and risk shall remain with the supplier until accepted in writing by Avera.
7. Extra Packaging Requirements
7.1 Suppliers must include at least 2% additional color boxes (gift boxes, gift cartons) per product order.
7.2 If suppliers fail to provide the required extra boxes, Avera will deduct $3 USD per missing box from the final payment.
7.3 These extra boxes must be listed in the Commercial Invoice (CI) and Packing List (PL) either within the main shipment or in a separate document. The CI should list them at $0.01 USD, with corresponding weight and packaging details in the Bill of Lading.
8. Final Inspection and Customer Complaints
8.1 Avera reserves the right to inspect the products upon arrival at its warehouse. If issues are identified, the supplier must cover rework costs, provide replacement parts, or take corrective actions as necessary.
8.2 Suppliers share responsibility with Avera for addressing and resolving end-customer complaints, ensuring product satisfaction and compliance with customer expectations. In the event that the products do not comply with the required standards, Avera may require compensation, replacements or corrections at no additional cost. Likewise, Avera reserves the right to reject in whole or in part any batch that presents manufacturing defects, differences in specifications, quality problems, damage to packaging, labeling errors, non-compliance with presentation requirements or any other deviation from what is approved.
9. Payment Terms
9.1 Avera commits to making payments according to the agreed payment terms and schedule.
9.2 Suppliers must ensure that their payment details remain consistent, and any changes must be communicated and formally confirmed by Avera.
9.3 Failure to comply with the requirements set forth in these Terms and Conditions entitles Avera to suspend payments without incurring any penalty. In the event of errors, deviations or non-compliance by the supplier, Avera will formally notify the supplier of the findings, detailing the necessary corrections. Upon such notification, payments will be temporarily suspended and resumed only once errors have been fully corrected to the satisfaction of Avera.
10. Intellectual Property
10.1 The Supplier represents and warrants that all products, goods, materials, designs, packaging, labels, manuals, images, logos, graphics, and any other items provided to Avera do not include or infringe any third-party intellectual property rights.
10.2 If any products supplied by the Supplier infringe or include unauthorized use of third-party intellectual property, or if a third party files a claim against Avera for infringement, the Supplier agrees to fully indemnify and defend Avera against all resulting damages, costs, and liabilities (including legal fees, product withdrawals, etc.).
10.3 Any dispute, controversy, or claim regarding intellectual property arising out of or related to the products shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The place of arbitration shall be Mexico. The language to be used in the arbitral proceedings shall be Spanish. The dispute, controversy or claim shall be decided in accordance with the laws of Mexico.
11. Dispute Resolution
11.1 Unless otherwise indicated, all dispute notification to Avera must be made by email to the address hola@avera.mx or sent to the offices located at Calzada General Mariano Escobedo 476, 12 Floor, Anzures, Miguel Hidalgo, Z.C. 11590, Mexico City.
11.2 In the event of a dispute, Avera and the supplier shall first seek to resolve the matter through direct negotiation.
11.3 Avera reserves the right to initiate any legal action at its discretion before the competent jurisdiction and authority that Avera freely chooses, including Avera’s right to injunctive relief, provisional measures, or urgent remedies in any jurisdiction of its choice, without any limitation and without this implying a waiver of other available legal remedies.
12. Warranties
12.1 The Supplier warrants that all goods/products supplied: (a) conform in all respects to the agreed specifications; (b) are free from defects in design, materials, and workmanship; (c) are merchantable and fit for their intended general and particular purpose, which are known to supplier as expert merchant or manufacturer of the goods sold; (d) comply with all applicable international and local laws, including customs, intellectual property, labeling, packaging, safety, and environmental regulations; and (e) do not include or infringe any third-party intellectual property rights.
13. Compliance With Laws
13.1 The Supplier shall ensure that its operations, labor practices, and supply chain comply with all applicable anti-bribery, anti-corruption, labor, and environmental regulations. Avera reserves the right to audit supplier’s compliance or request proof of same. Particularly, Supplier represents and warrants that no children are employed nor will be employed in connection with the commercialization, packaging or delivery of the goods supplied.
14. Governing Language
14.1 These Terms and Conditions shall be interpreted and enforced based solely on the English version. If translated into another language, the English version shall prevail in case of conflict.
15. Product Recalls and Regulatory Seizures
15.1 If any authority issues a recall, seizure, customs hold, or compliance investigation involving the goods provided by the Supplier, the Supplier shall fully cooperate with Avera and assume all associated costs, including re-export, product replacement, customer refunds, legal representation, and damages to brand reputation.
15.2 Avera may, at its sole discretion, request replacement goods, issue refunds to customers, or terminate ongoing POs without penalty.
By accepting a PO from Avera, the supplier acknowledges and agrees to these Terms and Conditions.
