I. OBJECT
1.1 These Commercial Terms and Conditions of Online Sale (hereinafter "Terms") govern the sale by Stauff Brasil Ltda., CNPJ 03.279.094/0001-78 ("Seller") to the individual or legal entity ("Buyer") that accesses Seller's website through the link Hydraulic Components and Systems - STAUFF | STAUFF ("Website") to purchase Seller's products listed on the Website ("Products") for its own use or subsequent resale to third parties. Seller hereby undertakes to sell and deliver to Buyer the Products described and characterized on the Site in accordance with the quantities, deadlines and other terms and conditions specified in the quotation made through the Site, subject to the provisions below. The technical specifications of the Products are those contained in the Seller's Catalog the Website. Seller will not accept requests for Product testing and Product traceability certificates that were not included in the quotation, and the need for such documentation may result in an increase in the price of the Product and delivery time. By accessing the Site and making online purchases, Buyer is subject to and agrees to Seller's privacy policy which can be accessed via the Privacy Statement | STAUFF link ("Privacy Policy")
1.2 Seller shall only be obliged to sell and deliver the Products if Buyer confirms through the purchase order ("Purchase Order") part hereof (to be placed online through the Website) acceptance of the quantities, specifications and prices of the Products, as well as the terms and conditions of these Terms and the Privacy Policy. For the purposes of this clause, confirmation of Buyer's acceptance of these Terms shall take place on the date of acceptance set out in the Purchase Order forming part hereof, upon receipt by Seller.
1.3 The Seller acknowledges and accepts that any changes to the quantities, specifications and prices of the Products, as well as to the deadlines, terms and conditions set out in these Terms shall only be considered valid if mutually agreed between the parties, by means of a document formalizing the agreement between the parties (via e-mail, letter or electronic means)
1.4 This Agreement is entered into on a non-exclusive basis and it is hereby agreed that nothing in this Agreement shall be construed to prevent the Seller from contracting with any third party.
II. DELIVERY, ACCEPTANCE, RISKS AND OWNERSHIP
2.1. The Products shall be delivered to Buyer by the carrier contracted by Seller, unless otherwise agreed in the quotation, such transportation cost being the responsibility of Buyer .
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The Seller will send the Products packed in cardboard boxes (standard procedure), unless a special condition has been agreed with the Buyer
Seller shall not be liable for any failure or delay in delivery of the Products if such failure or delay arises from Buyer's breach of any provision of these Terms and/or from any other cause beyond Seller's reasonable control, including, without limitation, lack or scarcity of means of transportation and any other acts of God and/or events of force majeure.
2.2 Once the period of: (i) 03 days for SP and 05 days for other states of the federation has elapsed after the date of delivery of the Products, if Buyer is a reseller of the Products; or (ii) 07 days if Buyer is an end customer of the product (under the terms of the Consumer Protection Code), without Buyer notifying Seller in writing of any proven non-conformity of the Products with regard to quantity and/or technical specification, the Products will be considered definitively accepted by Buyer. Any return of Products shall be subject to Seller's return procedure and applicable legislation. Buyer must send a document by letter or e-mail to Seller stating the reasons for the return request and the invoice number, and must await formal acceptance (via e-mail) from Seller. Returns that do not have the Seller's formal acceptance will not be accepted
2.3 Unless otherwise specified in this Term or agreed in writing between the parties, as from the delivery of the Products to the Buyer, in accordance with the provisions of clause 2.1 above, the Buyer shall bear the risk of any loss or damage caused to or by the Products
III- REMUNERATION
3.1 For the supply of the Products, the Buyer shall pay the Seller the prices specified in the Purchase Order on the Seller's website, in accordance with the deadlines, terms and conditions also specified therein.
3.2 Unless otherwise specified or otherwise agreed in writing between the parties, all special packaging costs shall be quoted and subsequently included in the sale price, as well as transportation and insurance costs and any other expense related to the supply and delivery of the Products, which shall be the sole responsibility of the Buyer, who hereby undertakes to reimburse the Seller for any such costs or expenses upon presentation of the relevant billing document.
3.3 All taxes, fees, contributions and other charges levied or to be levied on the payments and/or transactions contemplated in this Term shall be the sole responsibility of and shall be paid by Buyer. In the event that Buyer is required by law to withhold
from the amounts to be paid to Seller any amount by way of taxes, fees, contributions or any other charge, Buyer shall increase the amounts to be paid in such a way that Seller receives the net amount it would in fact receive if such withholding were not mandatory.
IV- GUARANTEES AND LIABILITY
4.1 SELLER REPRESENTS AND WARRANTS THAT THE PRODUCTS WILL BE SUPPLIED IN ACCORDANCE WITH THE QUANTITIES, TECHNICAL SPECIFICATIONS AND OTHER TERMS AND CONDITIONS DESCRIBED IN THIS TERM AND IN THE PURCHASE ORDER ACCEPTED BY SELLER (OR ANY AMENDMENT THERETO). IF BUYER PROVES, WITHIN THE PERIOD SPECIFIED IN CLAUSE 2.2 ABOVE, THAT ANY OF THE PRODUCTS DO NOT CONFORM TO THE TERMS OF THE WARRANTY PROVIDED FOR IN THIS CLAUSE AND SELLER ACKNOWLEDGES SUCH NON-CONFORMITY, SELLER WILL ARRANGE FOR THE REPAIR OR REPLACEMENT OF THE NON-CONFORMING PRODUCTS AT NO ADDITIONAL COST TO BUYER. BUYER ACKNOWLEDGES AND AGREES THAT THE ABOVE WARRANTIES ARE THE ONLY WARRANTIES OFFERED BY SELLER WITH RESPECT TO THE PRODUCTS, TO THE EXCLUSION OF ANY OTHER WARRANTIES, WHETHER STATUTORY OR OTHERWISE.
4.2 THE BUYER ACKNOWLEDGES AND ACCEPTS THAT UNDER NO CIRCUMSTANCES SHALL THE SELLER, ITS PARENT COMPANIES, SUBSIDIARIES, COMPANIES UNDER COMMON CONTROL AND/OR ITS SUPPLIERS BE LIABLE FOR INDIRECT LOSSES OR DAMAGES, NOR FOR LOSS OF PROFITS OR ANY OFF-BALANCE SHEET DAMAGES, EVEN IF ARISING FROM FAILURE OR DELAY IN THE SUPPLY OF THE PRODUCTS OR BREACH OF THIS TERM BY THE SELLER AND/OR ANY ACTION BY THIRD PARTIES RELATING TO THE PRODUCTS OR THE TRANSACTION WHICH IS THE SUBJECT OF THIS TERM.
4.3 WITHOUT PREJUDICE TO CLAUSE 4.2 ABOVE, IN NO EVENT SHALL THE SELLER'S TOTAL LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE BUYER FOR THE PRODUCTS.
4.4 THE BUYER ACKNOWLEDGES AND ACCEPTS THAT THE LIMITS OF THE SELLER'S LIABILITY UNDER THIS TERM ARE REASONABLE, TAKING INTO ACCOUNT THE NATURE OF THE TRANSACTIONS INVOLVED AND THE ABILITY OF THE PARTIES TO TAKE OUT INSURANCE IN RESPECT OF THE RISKS INVOLVED.
4.5 THE WARRANTY PERIOD FOR OUR PRODUCTS IS 12 MONTHS FROM THE DATE OF ISSUE OF THE INVOICE. OUR WARRANTY IS POSTED AT THE FACTORY (FOB MODE). THE SELLER WILL HAVE UP TO 30 DAYS TO ANALYZE AND DISPOSE OF THE PRODUCT.
VI- GENERAL PROVISIONS
6.1 The provisions of these Terms reflect the entirety of the understandings and agreements between the parties in relation to the subject matter of these Terms, taking precedence over any previous understandings, agreements or proposals. No alteration to the terms and conditions of this Agreement shall be valid unless made by means of a written instrument duly signed by the legal representatives of both parties.
6.2 Under no circumstances shall the omission or forbearance of either party to demand strict compliance with the obligations herein contracted or to exercise any right arising from this Term constitute a novation or waiver of any right, nor shall it affect the right of the parties to demand compliance with the obligations and/or the exercise of their rights under this Term at any time.
6.3 Any notice, request or other communication from one party to the other in relation to this Agreement shall be made in writing to the address of the party to whom it is addressed on the obverse of this Agreement or such other address as the other party may indicate in writing.
6.4 The provisions of this Agreement which, by their very nature, are of a permanent nature, especially those relating to guarantee and liability, shall survive the expiry or termination of this Agreement.
6.5 In the event that any clause, term or provision of these Terms is declared null and void or unenforceable, such nullity or unenforceability shall not affect any other clauses, terms or provisions of these Terms, which shall remain in full force and effect.
6.6 This Agreement shall be governed by the laws of the Federative Republic of Brazil. The parties elect the jurisdiction of the City of Barueri, State of São Paulo to settle any disputes arising from these Terms, to the exclusion of any other, however privileged it may be.