Business Equipment Loan Agreement Mexico (Contrato de Comodato de Bienes)

A Business Equipment Loan Agreement Mexico (Contrato de Comodato de Bienes) is a contract by which the lender (comodante) delivers to the borrower (comodatario) a specified piece of equipment, machinery, or personal property (bienes muebles) for the borrower's free use during a defined period, with the obligation to return the same specific item in the same condition at the end of the loan period, subject to the provisions of the Código Civil Federal (CCF) Articles 2497 through 2515 governing the comodato contract in Mexico.

The comodato is defined in Article 2497 of the Código Civil Federal as a contract by which one party (the comodante) transfers the use of a non-fungible good (bien no fungible o infungible) to another party (the comodatario) gratuitously — the borrower does not pay rent (arrendamiento) or interest (interés) for the use of the good. The defining characteristics of the comodato under CCF Article 2497 are: gratuity (gratuidad) — no payment is due for the use itself (though the borrower typically pays maintenance and operating costs); the goods are non-fungible (infungibles) — the borrower must return the identical item received, not an equivalent; and the borrower acquires only the right to use the goods (uso), not title (propiedad) or possession for fruits (usufructo). Article 2498 CCF establishes that the comodato is a real contract (contrato real) — it is perfected by the delivery (entrega) of the good, not merely by the parties' agreement.

In Mexican business practice, the Contrato de Comodato de Bienes has broad commercial applications that go beyond the purely gratuitous civil comodato of the CCF. The Código de Comercio Article 75 classifies as commercial acts the gratuitous lending of equipment and goods when both parties are merchants (comerciantes) and the lending occurs in the context of a commercial relationship — giving the commercial comodato a commercial law character governed by the CCom in addition to the CCF subsidiary provisions. Commercial comodatos are widely used in Mexico for: equipment placement by beverage companies (cervezas, refrescos, agua purificada) with retailers — refrigerators (enfriadores), coolers (hieleras), tap systems (sistemas de barril), and display equipment are loaned to distributors and retailers under comodato agreements in exchange for exclusive purchasing commitments; point-of-sale (POS) terminal placement by financial institutions and payment processors with merchants — the terminal hardware is loaned under comodato while the merchant pays transaction fees; industrial equipment loans by manufacturers to their authorised service centres and distributors — calibration equipment, specialised tools, testing apparatus, and product demonstration units are loaned under comodato for use in servicing customers.

The Suprema Corte de Justicia de la Nación (SCJN) has established through jurisprudencia that commercial comodatos where the borrower's use of the equipment is tied to an exclusive purchasing commitment (compromiso de compra exclusiva) — as in the beverage refrigerator placement model — are not purely gratuitous and constitute a form of onerous commercial contract (contrato oneroso) for competition law analysis purposes. This characterisation is relevant to COFECE's analysis of whether tied purchasing commitments in equipment loan arrangements constitute anti-competitive vertical restrictions under LFCE Article 54.

Article 2501 CCF establishes the borrower's primary obligations in the comodato: to take care of the loaned good with the diligence of a good head of family (diligencia de un buen padre de familia — standard of care required in Mexican law); to use the good only for the agreed purpose (uso convenido) or, absent agreement, for its natural purpose; to bear the ordinary expenses of use and maintenance (gastos ordinarios de conservación); and to return the good at the end of the term in the same condition as received, subject to ordinary wear (deterioro natural por uso). Article 2507 CCF makes the comodatario liable for loss or damage caused by its own negligence or fault (culpa o dolo), including loss caused by supervening force majeure if the comodatario was in mora (default) at the time.

For fiscal purposes, the SAT (Servicio de Administración Tributaria) treats the commercial comodato as a transaction subject to specific IVA rules — when the comodante provides the equipment as part of a taxable commercial arrangement (even if the equipment loan itself is technically gratuitous), the associated sales or service transactions may be subject to IVA at 16% under the Ley del Impuesto al Valor Agregado (LIVA). The SAT has issued interpretive criteria on the tax treatment of equipment placement contracts that companies structuring large-scale commercial comodato programmes must consult.

A Business Equipment Loan Agreement Mexico is required whenever a company or individual lends equipment, machinery, tools, vehicles, or other non-fungible goods to another party for business use without charging rent, and needs to formally document the ownership retention, use restrictions, maintenance obligations, and return conditions under the Código Civil Federal.

The contract is needed by beverage companies — cerveceras (Grupo Modelo, HEINEKEN México, CUAUHTÉMOC MOCTEZUMA), refresco manufacturers (FEMSA/Coca-Cola), purified water companies — that place thousands of refrigerators (enfriadores), coolers, and point-of-sale display units at restaurants, convenience stores, and distributors throughout Mexico. Each equipment placement should be documented by a Contrato de Comodato to preserve the company's ownership of the equipment, establish the retailer's care and exclusivity obligations, and provide a legal basis for recovery of the equipment upon termination.

The agreement is needed by financial institutions and payment technology companies placing POS (point-of-sale) terminals, card readers (lectores de tarjeta), cash registers (cajas registradoras), and ATMs at merchant locations throughout Mexico — the hardware is owned by the bank or payment processor and loaned under comodato to the merchant who pays only for the payment processing services.

A Contrato de Comodato de Bienes is required when a manufacturer lends specialised equipment (calibration tools, testing apparatus, demonstration units, molds, dies, or jigs) to an authorised distributor or service centre — the equipment remains the manufacturer's property but is used daily by the distributor's technical team in servicing customers.

The contract is needed by IT companies, telecommunications providers, and healthcare equipment companies that place hardware at client sites under managed service agreements (acuerdos de servicio administrado) — servers, network equipment, medical monitoring devices, laboratory instruments — where the equipment is loaned under comodato while the client pays for the associated service or subscription.

Under CCF arts. 2497–2515 and Código de Comercio art. 75, any business that regularly places equipment at third-party locations should formalise each placement with a signed Contrato de Comodato de Bienes — without a written comodato, proving ownership of equipment in the borrower's possession, recovering the equipment upon relationship termination, and holding the borrower liable for damage or loss requires expensive litigation without the contractual foundation that a written agreement provides.

The Comisión Federal de Competencia Económica (COFECE), through its Dirección General de Investigaciones (DGI), has reviewed commercial comodato programmes in the beverage and payment terminal sectors under Ley Federal de Competencia Económica (LFCE) Artículo 54 — analysing whether exclusive purchasing commitments tied to equipment loans constitute vertical restrictions on competition. The Suprema Corte de Justicia de la Nación (SCJN) and Tribunales Colegiados de Circuito have issued jurisprudencia on CCF Artículo 2497 and Artículo 2515 distinguishing comodato from arrendamiento, and clarifying the comodante's right to reclaim equipment under the urgente necesidad doctrine. The Registro Público de la Propiedad y del Comercio (RPPC) and Registro Público Vehicular (REPUVE) provide title verification mechanisms relevant to equipment comodato programmes involving vehicles or registered assets.

A valid Business Equipment Loan Agreement Mexico under the Código Civil Federal Articles 2497 through 2515 must contain the following essential elements:

Identification of Parties: Full legal name, RFC, and domicilio of the lender (comodante) and the borrower (comodatario). For commercial comodatos between companies, include the corporate form (S.A. de C.V., S. de R.L. de C.V.), the Registro Público de Comercio registration, and the names and powers of attorney of authorised signatories.

Precise Description of Equipment (Descripción Detallada del Bien): Exact identification of the loaned equipment sufficient to distinguish it from all other equipment — including: brand (marca), model (modelo), serial number (número de serie), colour, dimensions, and any distinguishing features; condition at delivery (condición al momento de la entrega) documented in a delivery-receipt form (acta de entrega-recepción); appraised replacement value (valor de reposición) for insurance and liability purposes; and — for complex equipment — a list of included accessories, manuals, and ancillary items.

Delivery and Location: Physical address where the equipment will be installed or used (domicilio de uso); obligation of the comodatario to obtain prior written consent from the comodante before relocating the equipment to a different address; and acknowledgment that the comodante may visit the location to inspect the equipment at reasonable notice.

Authorised Use (Uso Autorizado): Precise description of the permitted use of the equipment — e.g., 'exclusively for refrigeration of [Brand] brand beverages for retail sale at the above address' or 'exclusively for processing payment card transactions for the comodatario's commercial operations.' Express prohibition on: using the equipment for any purpose other than the authorised use; subletting, lending, or delivering the equipment to any third party; modifying, repairing, or disassembling the equipment without the comodante's written consent; and removing any identification marks or serial numbers.

Maintenance Obligations (Obligaciones de Mantenimiento): The comodatario's obligation to pay all ordinary maintenance costs (gastos ordinarios de mantenimiento) including cleaning, lubrication, filter replacement, calibration, and consumables; the comodante's right to perform preventive and corrective maintenance at its own cost or to require the comodatario to allow authorised technicians access to the equipment; and the procedure for reporting equipment malfunctions (averías) to the comodante.

Liability for Loss, Damage, and Theft (Responsabilidad por Pérdida, Daño y Robo): The comodatario's strict liability (responsabilidad objetiva) for any loss, theft, or damage to the equipment while in its custody, regardless of cause — under CCF Article 2511 the comodatario is liable even for accidents if the equipment is used for a different purpose than agreed or if the comodatario delays its return; insurance obligation for the comodatario to maintain property and theft insurance covering the equipment at replacement value with the comodante named as additional insured (coasegurado); and the procedure for claiming on the insurance if the equipment is lost or damaged.

Term and Return (Vigencia y Devolución): The loan period (plazo del comodato) — which may be for a fixed term (plazo fijo) or for the duration of an underlying commercial relationship (mientras subsista el contrato de distribución/servicio subyacente); the procedure for returning the equipment at the end of the term; the condition in which it must be returned (misma condición en que fue entregado, salvo deterioro natural por uso normal); and the comodante's right to demand early return at any time under CCF Article 2515 when the comodante has urgent need (urgente necesidad) for the good.

Exclusive Purchasing Commitment (Compromiso de Compra Exclusiva): Where the equipment loan is tied to an exclusive purchasing commitment — as is common in beverage and food service equipment placement — the specific purchasing obligations of the comodatario (minimum monthly purchase volumes, product categories covered by exclusivity, brands excluded from the comodatario's location) should be stated clearly, with the breach of the purchasing commitment as a ground for early recovery of the equipment.

Artículo 2501 CCF governs the comodatario's duty of care; Artículo 2507 CCF imposes strict liability for off-purpose use; Artículo 2511 CCF addresses liability during mora. Forms-legal.com provides this Business Equipment Loan Agreement Mexico template as a practical starting point. Companies with large-scale commercial comodato programmes — beverage companies with thousands of equipment placements, financial institutions placing POS networks — should have the standard form reviewed by a Licenciado en Derecho specialised in derecho mercantil and consult with the SAT regarding IVA treatment of the commercial comodato programme.