1.1 By this Term and in the best form of law, Seller undertakes to sell and deliver to Buyer the goods, materials and products described and characterized in accordance with the quantities, terms and other terms and conditions specified in the quotation, subject to the provisions below. The technical specifications of the Products are those contained in Seller's Catalog. Seller will not accept requests for product tests and product traceability certificates that have not been contemplated at the time of the quotation, and the need for such documentation may result in increased product price and delivery time.
1.2 Seller shall only be obliged to sell and deliver the Products if Buyer confirms, through the purchase order, its acceptance of the quantities, specifications and prices of the Products, as well as of the terms and conditions of this Term. For the purposes of this clause, confirmation of Buyer's acceptance of these Terms shall occur on the date of acceptance on the purchase order part hereof upon receipt by Seller.
1.3 Seller acknowledges and accepts that any change in the quantities, specifications and prices of the Products, as well as in the deadlines, terms and conditions set forth in this Term will only be considered valid if mutually agreed upon by the parties, by means of a document formalizing the agreement between the parties (via e-mail, letter or electronic means).
1.4 This Term is concluded on a non-exclusive basis, it is hereby agreed that no provision of this Term may be interpreted as to prevent Seller from contracting with any third party.
II. DELIVERY, ACCEPTANCE, RISKS AND TITLE
2.1. The products shall be picked up at Seller's facilities (FOB mode), through the carrier informed by Buyer when placing the order, except when otherwise agreed in the quotation.
If Buyer informs that it will pick up the product by its own car and the Invoice has to be cancelled due to lack of withdrawal of the product on the agreed date (maximum validity of 03 days), Seller will charge the taxes that have been collected on the occasion and passing on such cost in the issuance of the new Invoice.
Seller will deliver the material packed in cardboard boxes (standard procedure), unless some special condition is agreed with 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, shortage or scarcity of transportation and any other acts of God and/or force majeure events.
2.2 After a period of 3 days for SP and 5 days for other states, after the date of delivery of the Products without Buyer notifying Seller in writing of any proven non-conformity of the Products with regard to quantity and/or technical specification, the Products shall be deemed to have been definitively accepted by
Buyer. Any return of Products will be subject to Seller's return procedure. 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 wait for formal acceptance (via e-mail) by Seller. No returns without formal acceptance from Seller will be accepted.
2.3 Unless otherwise specified in this Term or agreed in writing between the parties, from the delivery of the Products to Buyer, in accordance with the provisions of clause 2.1 above, Buyer will be responsible for the risks of losses and damages eventually caused to or by the Products.
3.1 For the supply of the Products, Buyer shall pay Seller the prices specified in the acknowledgment of receipt, in accordance with the terms and conditions also specified therein.
3.2 Unless otherwise specified or otherwise agreed in writing between the parties, all special packing costs shall be quoted and thereafter included in the selling price, as well as transportation and insurance costs and any other expenses in connection with the supply and delivery of the Products, all of which shall be the sole responsibility of Buyer, who undertakes forthwith to reimburse Seller for any such costs or expenses upon presentation of the relevant billing document.
3.3 All taxes, fees, contributions and other charges that are levied or may be levied on payments and/or transactions contemplated by this Agreement shall be the sole responsibility of and shall be paid by Buyer. If Buyer is required by law to withhold from amounts payable to Seller any amount for taxes, fees taxes, fees, contributions or any other charges, Buyer shall increase the amounts payable so that Seller receives the net amount that it would actually receive if such withholding were not mandatory.
IV- WARRANTIES 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 HEREIN (OR ANY AMENDMENT THERETO). IF BUYER PROVES, WITHIN THE PERIOD SPECIFIED IN CLAUSE 2.2 ABOVE, THAT ANY OF THE GOODS DO NOT CONFORM TO THE WARRANTY TERMS SET FORTH IN THIS CLAUSE AND SELLER ACKNOWLEDGES SUCH NONCONFORMITY, SELLER WILL REPAIR OR REPLACE THE NONCONFORMING GOODS AT NO ADDITIONAL COST TO BUYER. BUYER ACKNOWLEDGES AND AGREES THAT THE FOREGOING WARRANTIES ARE THE ONLY WARRANTIES MADE BY SELLER WITH RESPECT TO THE GOODS TO THE EXCLUSION OF ANY OTHER WARRANTIES, WHETHER STATUTORY OR OF ANY OTHER NATURE.
4.2 BUYER ACKNOWLEDGES AND AGREES THAT IN NO EVENT WILL SELLER, ITS PARENTS, SUBSIDIARIES, COMPANIES UNDER COMMON CONTROL AND/OR ITS SUPPLIERS BE LIABLE FOR INDIRECT LOSS OR DAMAGE, OR LOSS OF PROFITS OR ANY EXTRA-PATRIMONIAL DAMAGES, EVEN IF ARISING OUT OF FAILURE OR DELAY IN THE SUPPLY OF PRODUCTS OR BREACH OF THIS TERM BY SELLER AND/OR ANY THIRD PARTY ACTION IN CONNECTION WITH THE PRODUCTS OR THE TRANSACTION HEREUNDER.
4.3 NOTWITHSTANDING THE PROVISIONS OF CLAUSE 4.2 ABOVE, IN NO EVENT SHALL SELLER'S TOTAL LIABILITY UNDER THIS TERM EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY BUYER FOR THE PRODUCTS.
4.4 BUYER ACKNOWLEDGES AND ACCEPTS THAT THE LIMITS OF SELLER'S LIABILITY UNDER THIS TERM ARE REASONABLE HAVING REGARD TO THE NATURE OF THE TRANSACTIONS INVOLVED AND THE ABILITY OF THE PARTIES TO EFFECT INSURANCE WITH RESPECT TO THE RISKS INVOLVED.
4.5 THE TERM OF WARRANTY OF OUR PRODUCTS IS 12 MONTHS UPON ISSUANCE OF THE INVOICE. OUR WARRANTY IS POST-FACTORY (FOB MODE). THE SELLER WILL HAVE UP TO 30 DAYS TO ANALYZE AND PROVIDE THE PRODUCT.
VI- GENERAL PROVISIONS
6.1 The provisions of this Term reflect the entire understandings and agreements between the parties regarding the subject matter of this Term, prevailing over any prior understandings, agreements or proposals. No amendment to the terms and conditions of this Term 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 the omission or tolerance of any party to require strict compliance with the obligations herein contracted or to exercise any right arising from this Term shall constitute novation or waiver of any right, nor shall affect the right of the parties to, at any time, require compliance with the obligations and/or exercise their rights under this Term.
6.3 Any notice, request or other communication from one party to the other with respect to this Term shall be made in writing to the address of the receiving party, contained in the obverse of this Term or any other address that the other party may indicate in writing.
6.4 The provisions of this Term which, by their very nature, have an everlasting character, especially those relating to warranty and liability, shall survive the expiration or termination of this Term.
6.5 In the event any clause, term or provision of this Term is declared null or unenforceable, such nullity or unenforceability shall not affect any other clauses, terms or provisions of this Term, which shall remain in full force and effect.
6.6 This Term 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 this Term, to the exclusion of any other, however privileged it may be.