Incumplimiento de Proveedor

[COMPANY LETTERHEAD]

[Date]

VÍA CORREO CERTIFICADO Y CORREO ELECTRÓNICO
[Supplier Name]
Attn: [Contacto 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 daños.

I. FACTUAL BACKGROUND

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

  Descripción:        [Product Descripción]
  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. incumplimiento de contrato

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) Cancelar 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 daños.

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

IV. DAMAGES

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

  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. DEMANDA

[Your Company] hereby demands that [Supplier Name], within ten (10)
días hábiles 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
     daños caused by the delay; and
  3. Provide written assurance of future performance.

  OR

  OPTION B - PAY DAMAGES:
  1. Reembolso all amounts paid under the Order: $[Amount];
  2. Pay cover daños 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 [Tribunal] for incumplimiento de contrato
  - Seeking specific performance if goods are unique
  - Recuperación of all abogados' 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].

Muy atentamente,

[Your Name]
[Title]
[Company Name]
[Información de Contacto]

cc: [Your Legal Counsel]

Anexos:
- Copiar of Purchase Order No. [Number]
- Order Acknowledgment
- Proof of Payment
- Communication Log

[COMPANY LETTERHEAD]

[Date]

VÍA CORREO CERTIFICADO Y CORREO ELECTRÓNICO
[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 inspección de conformidad con UCC Section 2-513,
[Your Company] discovered that the goods are non-conforming in the
following respects:

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

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

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

II. NOTICE AND REJECTION

de conformidad con 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] inspección and
pickup.

III. BREACH OF WARRANTY

The non-conforming goods constitute breaches of:

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

  [X] Implied Garantía 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 Garantía 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 daños:

  Cost of Inspección 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 Defecto Identification:        $[Amount]
  -------------------------------------------------
  TOTAL:                                        $[Amount]

V. DEMANDA

[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 reembolso of purchase price: $[Amount];

  3. Pay daños for breach of garantía: $[Amount];

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

VI. PRESERVATION OF GOODS

de conformidad con 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 de conformidad con UCC Section 2-604.

Please respond by [Date] with your proposed resolution.

Muy atentamente,

[Your Name]
[Company Name]

Anexos:
- Exhibit A: Photographs and Inspección Report
- Copiar 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:            [Descripción]
  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)

de conformidad con CISG Article 39, [Your Company] provides notice of the
following lack of conformity:

  Nature of Non-Conformity: [Detailed description]
  Date of Discovery:        [Date]
  Evidencia:                 [Describe inspección/testing]

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

V. NACHFRIST NOTICE / ADDITIONAL PERIOD

de conformidad con 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 de conformidad con
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 de conformidad con CISG Article 49(1).

VII. DAMAGES CLAIM

de conformidad con CISG Articles 74-77, [Your Company] claims daños 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. DEMANDA

[Your Company] demands that [Supplier]:

  1. Reembolso all amounts paid: [Currency Amount];
  2. Pay daños: [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 [arbitraje under ICC Rules in Paris /
litigio 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].

Muy atentamente,

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

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