Incumplimiento de Proveedor

[COMPANY LETTERHEAD]

[Date]

VIA CERTIFIED MAIL AND EMAIL
[Supplier Name]
Attn: [Contact Name / Legal Department]
[Address]
[Email]

Re: Notice of Material Breach and Demand for Performance
    Purchase Order No. [PO Number] dated [Date]

Dear [Name]:

This letter constitutes formal notice of [Supplier Name]'s material
breach of the above-referenced Purchase Order (the "Order") and
demand for immediate cure or, in the alternative, payment of damages.

I. FACTUAL BACKGROUND

On [Date], [Your Company] issued the Order to [Supplier Name] for
the purchase of the following goods:

  Description:        [Product Description]
  Quantity:           [Quantity and Units]
  Unit Price:         $[Price]
  Total Price:        $[Total]
  Delivery Date:      [Agreed Delivery Date]
  Delivery Location:  [Address]

The Order was acknowledged by [Supplier Name] on [Date] and payment
of $[Amount] was made by [Your Company] on [Date] via [payment method].

II. BREACH OF CONTRACT

The agreed delivery date of [Date] has passed, and [Supplier Name]
has failed to deliver the goods. Despite multiple requests for
status updates on [dates of communications], [Supplier Name] has:

  [X] Failed to deliver the goods
  [X] Failed to provide a firm delivery date
  [X] Failed to respond to communications
  [X] Other: [Describe]

This constitutes a material breach of the Order and of [Supplier's]
obligations under the Uniform Commercial Code.

III. LEGAL BASIS

Under UCC Section 2-711, when a seller fails to make delivery, the
buyer may:

  (a) Cancel the contract;
  (b) Recover any amounts paid; and
  (c) "Cover" by purchasing substitute goods and recover the
      difference between the cost of cover and the contract price,
      together with incidental and consequential damages.

Under UCC Section 2-713, if cover is not obtained, the buyer may
recover the difference between market price at the time of breach
and the contract price, plus incidental and consequential damages.

IV. DAMAGES

As a direct result of [Supplier's] breach, [Your Company] has
suffered the following damages:

  Amounts Already Paid:                          $[Amount]
  Cost to Cover (substitute goods):              $[Amount]
  Difference from Contract Price:                $[Amount]
  Production Downtime ([X] days at $[X]/day):   $[Amount]
  Lost Customer Orders:                          $[Amount]
  Expedited Shipping for Cover:                  $[Amount]
  Other Incidental Costs:                        $[Amount]
  -------------------------------------------------
  TOTAL DAMAGES:                                 $[Total]

V. DEMAND

[Your Company] hereby demands that [Supplier Name], within ten (10)
business days of the date of this letter:

  OPTION A - CURE THE BREACH:
  1. Deliver all goods under the Order conforming to all
     specifications;
  2. Pay [Your Company] $[Amount] for incidental and consequential
     damages caused by the delay; and
  3. Provide written assurance of future performance.

  OR

  OPTION B - PAY DAMAGES:
  1. Refund all amounts paid under the Order: $[Amount];
  2. Pay cover damages and consequential losses: $[Amount]; and
  3. Pay incidental costs: $[Amount].
  TOTAL PAYMENT DUE: $[Total]

VI. CONSEQUENCES OF NON-COMPLIANCE

If [Supplier Name] fails to comply with this demand, [Your Company]
will immediately pursue all legal remedies available, including:

  - Filing suit in [Court] for breach of contract
  - Seeking specific performance if goods are unique
  - Recovery of all attorneys' fees and costs
  - Reporting breach to relevant industry organizations

[Your Company] reserves all rights and remedies available under the
UCC, at law, and in equity.

Please confirm receipt and your intentions by [Date].

Very truly yours,

[Your Name]
[Title]
[Company Name]
[Contact Information]

cc: [Your Legal Counsel]

Enclosures:
- Copy of Purchase Order No. [Number]
- Order Acknowledgment
- Proof of Payment
- Communication Log

[COMPANY LETTERHEAD]

[Date]

VIA CERTIFIED MAIL AND EMAIL
[Supplier Name]
[Address]

Re: Notice of Non-Conforming Goods and Rejection
    Purchase Order No. [PO Number]

Dear [Name]:

This letter constitutes formal notice under UCC Section 2-607(3)(a)
of non-conformity of goods received under the above-referenced
Order and [Your Company]'s rejection of same.

I. DELIVERY AND INSPECTION

On [Delivery Date], [Your Company] received shipment of goods under
the Order. Upon reasonable inspection pursuant to UCC Section 2-513,
[Your Company] discovered that the goods are non-conforming in the
following respects:

  DEFECT 1: [Detailed description of defect]
  - Specification Required: [What was ordered]
  - Actual Condition: [What was received]
  - Units Affected: [Number/Percentage]

  DEFECT 2: [Detailed description]
  [Continue as needed]

Photographs and inspection reports documenting these defects are
attached hereto as Exhibit A.

II. NOTICE AND REJECTION

Pursuant to UCC Sections 2-601 and 2-602, [Your Company] hereby
rejects the non-conforming goods and provides this timely notice
of rejection. The goods are being held at [Your Company]'s facility
at [Address] and are available for [Supplier's] inspection and
pickup.

III. BREACH OF WARRANTY

The non-conforming goods constitute breaches of:

  [X] Express Warranty (UCC 2-313) - Goods do not conform to
      product specifications, samples, or descriptions provided
      by [Supplier].

  [X] Implied Warranty of Merchantability (UCC 2-314) - Goods
      are not of fair average quality, do not pass without
      objection in the trade, and are not fit for their ordinary
      purposes.

  [X] Implied Warranty of Fitness for Particular Purpose
      (UCC 2-315) - [Supplier] knew the particular purpose for
      which goods were required and goods are not fit for that
      purpose.

IV. DAMAGES

[Your Company] has suffered the following damages:

  Cost of Inspection and Testing:               $[Amount]
  Storage Costs for Rejected Goods:             $[Amount]
  Production Downtime:                          $[Amount]
  Cost to Cover (if obtained):                  $[Amount]
  Lost Customer Orders:                         $[Amount]
  Labor Costs for Defect Identification:        $[Amount]
  -------------------------------------------------
  TOTAL:                                        $[Amount]

V. DEMAND

[Your Company] demands that [Supplier], within seven (7) business
days:

  1. Arrange for pickup of rejected goods at [Supplier's] expense;

  2. Provide either:
     (a) Full replacement with conforming goods; OR
     (b) Full refund of purchase price: $[Amount];

  3. Pay damages for breach of warranty: $[Amount];

  4. Provide written explanation of quality control failures
     and corrective actions to prevent recurrence.

VI. PRESERVATION OF GOODS

Pursuant to UCC Section 2-602(2)(b), [Your Company] is holding the
rejected goods with reasonable care at [Supplier's] disposition.
[Supplier] shall be responsible for all storage and handling costs
accruing after [Date + reasonable period].

If goods are not retrieved within thirty (30) days, [Your Company]
may sell them for [Supplier's] account pursuant to UCC Section 2-604.

Please respond by [Date] with your proposed resolution.

Very truly yours,

[Your Name]
[Company Name]

Enclosures:
- Exhibit A: Photographs and Inspection Report
- Copy of Purchase Order
- Product Specifications

[COMPANY LETTERHEAD]

[Date]

VIA INTERNATIONAL COURIER AND EMAIL
[Foreign Supplier Name]
[Address]
[Country]
[Email]

Re: Notice of Fundamental Breach and Avoidance of Contract
    Contract/Order No. [Number] dated [Date]
    United Nations Convention on Contracts for the International
    Sale of Goods (CISG) Applies

Dear [Name]:

This letter constitutes formal notice under the United Nations
Convention on Contracts for the International Sale of Goods (CISG)
of [Supplier's] fundamental breach of the above-referenced contract.

I. APPLICABILITY OF CISG

This transaction is governed by the CISG as both [Your Country] and
[Supplier's Country] are Contracting States, and the parties have
their places of business in different States (CISG Article 1(1)(a)).
The parties have not excluded application of the CISG.

II. CONTRACT TERMS

The parties entered into a contract for the sale of:

  Goods:            [Description]
  Quantity:         [Amount]
  Price:            [Currency and Amount]
  Incoterms:        [e.g., FOB, CIF, etc.]
  Delivery Date:    [Date]
  Delivery Point:   [Location]

III. FUNDAMENTAL BREACH

[Supplier] has committed a fundamental breach under CISG Article 25
by [describe breach - e.g., failing to deliver goods / delivering
non-conforming goods]. This breach results in such detriment to
[Your Company] as substantially deprives us of what we were entitled
to expect under the contract, namely [describe expected benefit].

Specifically:

  [X] Non-delivery of goods by agreed date (Articles 30, 33)
  [X] Delivery of goods not conforming to contract (Article 35)
  [X] Failure to deliver quantity specified (Article 35(1))
  [X] Failure to deliver quality as per sample/description (Art. 35)

IV. NOTICE OF NON-CONFORMITY (IF APPLICABLE)

Pursuant to CISG Article 39, [Your Company] provides notice of the
following lack of conformity:

  Nature of Non-Conformity: [Detailed description]
  Date of Discovery:        [Date]
  Evidence:                 [Describe inspection/testing]

This notice is given within a reasonable time after discovery as
required by Article 39(1).

V. NACHFRIST NOTICE / ADDITIONAL PERIOD

Pursuant to CISG Article 47, [Your Company] hereby fixes an
additional period of [number] days (ending [Date]) for [Supplier]
to perform its obligations under the contract.

If [Supplier] fails to perform within this additional period,
[Your Company] may declare the contract avoided pursuant to
Article 49(1)(b).

VI. DECLARATION OF AVOIDANCE (IF NACHFRIST EXPIRED)

[If applicable] The additional period fixed in our notice dated
[Date] has expired without performance by [Supplier]. [Your Company]
hereby declares the contract AVOIDED pursuant to CISG Article 49(1).

VII. DAMAGES CLAIM

Pursuant to CISG Articles 74-77, [Your Company] claims damages as
follows:

  Loss Equal to Sum of:
  - Cover price difference (Art. 75):           [Currency Amount]
  - Loss of profit:                             [Currency Amount]
  - Incidental expenses:                        [Currency Amount]
  -------------------------------------------------
  TOTAL:                                        [Currency Amount]

These losses were foreseeable at the time of contracting as a
possible consequence of breach (Article 74).

VIII. DEMAND

[Your Company] demands that [Supplier]:

  1. Refund all amounts paid: [Currency Amount];
  2. Pay damages: [Currency Amount];
  3. Total payment: [Currency Amount];

within fifteen (15) days by wire transfer to:

  Bank:           [Bank Name]
  SWIFT/BIC:      [Code]
  Account:        [Number]
  IBAN:           [If applicable]

IX. DISPUTE RESOLUTION

The contract provides for [arbitration under ICC Rules in Paris /
litigation in New York courts / other]. [Your Company] reserves the
right to initiate such proceedings if this demand is not satisfied.

Please confirm receipt and your response by [Date].

Very truly yours,

[Your Name]
[Title]
[Company Name]
[Country]

cc: [Your Legal Counsel]
    [Trade Association if applicable]