1. Definitions
1.1 The terms that follow, capitalized, will have the following meaning:
“
Barentz” or “
Supplier” means BARENTZ BRASIL DISTRIBUIDORA LTDA., CNPJ No. 69.170.462/0001-69, Brazilian limited society, Headquartered at Avenida Angélica 2220, 9°/10th floor, São Paulo/SP - Brazil, cep. 01228-200, and their coalited companies;
“
Conditions” means these terms and general conditions of sale;
“
Customer” means the company that is buying supplier products;
“
Contract” means any agreement between the supplier and the customer for sale by the supplier and the purchase by products by the customer. The contract will include these conditions and any attachments to it or documents mentioned therein;
“
Parts” means the supplier and the customer collectively;
“
Products” means the products that the supplier must provide to the customer, according to the specification form and request in purchase order;
“Business days” means any day other than Saturday, Sunday or holiday.
2. Applicability and Quotations
2.1 These conditions apply to all offers, quotations, deliver, Activities and Contracts, All in the broader sense of the word, in which the supplier acts as a seller or supplier, with exclusion of any other terms or conditions, presented by the customer or not. When making a request, The customer renounces their purchase conditions. The supplier explicitly rejects the applicability of such purchase conditions, other than those set in the purchase order.
2.2 The supplier does not agree or apply with any fines or penalties imposed unilitally and without prior dealings with the customer, except those contained in the following clauses.
2.3 The prices established in “price indication” e “offer” or similar documents issued by the supplier are not binding and are valid for the period specified in such a document. If no validity period is specified, prices provided by the supplier in quotations or otherwise are valid for 15 days from the date of issue. All indicated prices are subject to changes in the case of any inevitable increase in rates, CAMBIES OR TAXES, General and import costs, supply chain costs or goods costs.
2.4 The customer's request is an offer to enter into a contract based on the conditions. No request is binding to the supplier until it is accepted in writing or, in his absence, if the supplier completes the delivery of the products specified therein. The supplier will not be required to accept any request and acceptance by the supplier of any request may be subject to the satisfaction of the supplier with the credibility of the customer, as much as the stock available.
3. Prices and Payment
3.1 The prices quoted by the supplier do not include VAT and any other taxes and are based on delivery according to Incoterm agreed.
3.2 Unless explicitly agreed in the contract that prices are fixed (using the term “did” or a similar term), The supplier can, by written notification to the customer at any time before the delivery of the products, increase the price to reflect any sudden increase in the cost of products due to any factor outside the supplier control (including, but not limited to currency fluctuations, tax increases and rates and labor increases, material, products and other costs). Alternatively, under such circumstances, The supplier can (at its sole discretion) terminate the contract immediately by written notification.
3.3 Payment must be made, Without the right to compensation or payment retention, within 30 days after the date of the invoice and in the currency where and to the company, if no different supplier period is agreed by which the products were invoiced. The client is defaulting by law after the end of this period. In that case, no notice need, the customer owes the supplier fine lives 5% and legal interest of 1% a.m. calculated from the day when the payment was due to the day of the final payment, inclusive.
3.4 In case of non -payment or late payment by the customer, the customer must pay the supplier the collection costs, as well as the costs of the dispute.
4. Product Delivery and Property Reserve
4.1 Saved agreement to the contrary, The supplier will deliver the CIF products (Incoterms 2020). The declared delivery terms and dates are only estimates and cannot be considered as a strict period. The supplier will make reasonable efforts to respect the terms and dates of delivery, however, exceed these terms or dates with less than (i) 5 Business days if the products are of spot or (ii) 30 Business days if products are originally from outside the country will not be considered default and will not entitle compensation for losses or damage suffered by the client or third parties. For delays in delivery greater than the number of business days mentioned above and are attributable to the supplier, the liability of the supplier for loss or damage is always limited to a maximum of 2,5% the amount of the request for the arrears and is subject to the clause 7.
4.2 The supplier reserves the right to divert to 5% (up or down) the agreed amount of products to be delivered and, in that case, The actual quantity delivered will be invoiced. Products can be delivered and invoiced in installments.
4.3 The supplier retains the ownership of all products delivered by the supplier to the customer until the customer pay all amounts due to the supplier under the contract or any other contract with the supplier. Regardless of this property reserve, The risk on the delivered products will be transferred to the customer according to the applicable Incoterm. Until the ownership of the products passes to the customer, He is authorized to sue, use and/or sell products in the normal course of your businesses.
5. Guarantees and warning of defects
5.1 The supplier guarantees that (subject to other provisions of these conditions), Products at the time of delivery are not damaged and materially comply with all written specifications provided by the supplier. The supplier offers no other guarantee of any type, express or implicit, statutory or otherwise, in relation to products, including, unlimited, implicit guarantees of adequacy to any purpose or commercialization or the results to be derived from the use of products. The customer will not have the right to make claims for infiduous defects of specification and/or a small impairment of usability.
5.2 The customer is responsible and assumes all risks and responsibilities for (i) any results obtained with the processing or use of products; (ii) ensure that products are suitable for(s) purpose(s) and applications for which the customer intends to use them and are of adequate quality in relation to such use (in, or together with other products, or on your own); (iii) the veracity and accuracy of customer marketing and advertising related to products or any product of the customer in which the products were processed; (iv) obtain governmental or regulatory approval, health, security, environment or other approvals in relation to products; (v) for any loss or damage resulting from the handling, Use or misuse by products by the customer; e (vi) ensure that products (and processing, use or sale of them or goods incorporated or manufactured from them) comply with all laws and regulations applicable to the territories in which the client sues, uses or sells the products or goods incorporated or manufactured from them.
5.3 The customer states that he is familiar with the quality of the products provided to him and all legal regulations related to the products to which he is linked. The customer must strictly observe the relevant legal regulations and the supplier's instructions, if there is, Regarding product handling.
5.4 Immediately upon receipt, the customer should inspect the products regarding apparent defects or disabilities. Defects or disabilities discovered during such inspection should be immediately and, in any case, within three (3) business days after receiving, notified to the supplier. Additionally, The customer should carefully test all products before processing, use or sell products and, in any case, within two (2) months after receipt of products. If a defect is discovered, the customer must notify the supplier within three (3) Business days after the discovery. Defects that were not and could not be discovered through careful product tests should be notified to the supplier within three (3) Business days after the discovery, but the late four (4) months after receipt of products.
5.5 All notifications must be made in writing and must include all relevant details. If a complaint has not been notified to the supplier in accordance with compliance or failure to fulfill the obligations of this clause 5, the products will be considered accepted and the supplier will have no responsibility regarding any (alleged) defect, deficiency or non -compliance.
5.6 If a defect is discovered in the products, The customer should not process, use or sell products. If a complaint filed in accordance with the clause 5 justified, The supplier must:
5.6.1. at its sole discretion, (i) Repair defect or failure to products, (ii) replace products with products that are in accordance with the contract or (iii) issue a credit note to the customer in relation to all or part of the price of such products and return relevant products; or
5.6.2 in case of defects that were not discovered by careful tests of the products and were discovered after the processing of the products, compensate for customer losses and damage, clause 6
The performance of any of the above options will constitute the only responsibility of the supplier under this warranty.
5.7 Any unfounded return of products will be due to the customer's risk and risk. The returns will be allowed only with the prior written consent of the supplier.
5.8 If a defect is a result of a failure to comply with customer maintenance instructions and/or natural wear in view of its material substance and/or processing result by the client or third parties, and/or any other customer non -compliance with the supplier's instructions, The supplier will not be responsible.
5.9 The contact should be made with the seller responsible for the customer among the supplier's employees. In case of doubt, EMPLOYE EMAIL WITH COPY FOR
regulatorio.legal@barentz.com
6. Responsibility
6.1 The responsibility of the supplier, be based on contract breach, illicit act (including neglect), VIOLATION OF LEGAL DUTY, misrepresentation or otherwise, It is limited to reasonable losses and damage that are a direct consequence of the event causing the damage and a maximum added value of twice the net value of the invoice, Excluding ICMS/VAT, of the products to which such responsibility refers, by event or series of events with the same cause, maximum 500.000 in total during the term of the contract.
6.2 Supplier responsibility, be based on contract breach, illicit act (including neglect), VIOLATION OF LEGAL DUTY, misrepresentation or otherwise, by loss or immaterial damage, penalties, environmental damage, damages resulting from the client's responsibility to third parties beyond the limits of liability of the supplier contained under these conditions, indirect losses or damages and/or consequent (including, unlimited, loss of revenue or profits, Loss of Trade Fund, contract or customers, Loss of early economies), is explicitly excluded.
6.3 Nothing in these conditions will limit or exclude the supplier's responsibility for (i) conscious intention or recklessness of the supplier or its high administration, (ii) fraud, (iii) death or personal damage caused by the supplier or (iv) any other matter in relation to which it would be illegal for the supplier to exclude or restrict his responsibility.
7. Termination and Suspension
7.1 If the customer does not fulfill (adequate or timely) any of your obligations to the supplier, He will be in default and the supplier will have the right, no need for any default notice, to suspend or terminate the contract and any other contracts not yet completed, without prejudice to the additional rights of the supplier arising from any contract and/or the applicable law.
7.2 In case of (request for) bankruptcy or suspension of payments of a party to its creditors, the other party has the right to terminate the contract with immediate effect without any compensation.
8. Force
8.1 In case of force majeure by the supplier, The supplier can (i) terminate the contract or (ii) suspend the execution of the contract until force majeure ends, both (i) How much (ii) in whole or in part and without the supplier being responsible for any loss or damage caused by termination or suspension. If the supplier can only make a partial delivery as a consequence of force majeure, will have the right to do it. “
Force” It means circumstances of such nature that the execution of a contract becomes impossible or excessively costly and/or disproportionately expensive, so that compliance with the contract can no longer be reasonably or cannot be immediately required from the supplier. Force majeure will include, in any case, – unlimited – as follows: any strike, blockade, fire, Extreme climate circumstances, pandemic or epidemic, Traffic Obstruction, scarcity of raw materials, material, fuel or labor, mobilization, guerra, restriction of import and export and/or any government measures that prevent or prevent the performance of the contract by the supplier. A force majeure that affects supplier suppliers or sub -defendants will be considered a force majeure that affects the supplier.
8.2 The customer will have the right to terminate the contract in case of force majeure of the supplier, with (i) the customer can demonstrate that the opportune performance is essential to him in his business operations and (ii) the force majeure situation should not end within 60 dias.
9. Intellectual property
9.1 All intellectual property rights, commercial secrets and other property rights subsisting in products and any samples and marketing materials, as well as all technical information, commercial or similar (including all recipes, designs, documents and other materials related to products and marketing materials) will be, and will remain, exclusive property of the supplier, their owners or licensers.
9.2 Insofar as products should be manufactured according to drawings, models, samples, specifications or any other instructions in the broader sense of the word, Received from the client, the customer must defend and indemnify the supplier against all responsibilities, costs, expenses, Damage and Loss, suffered or incurred by the supplier in connection with any complaints from third parties (i) based on the actual or alleged violation of any intellectual property rights or any other right of third parties, manufacturing and/or providing such products and (ii) Based on product responsibility. If any third party opposes the manufacture and/or supply of the referred products based on any alleged right, The supplier will have the right to immediately interrupt the manufacture and/or supply and require compensation for the expenses incurred, without prejudice to any complaints for possible damages against the customer and without the supplier being responsible to the customer in any account.
10. Personal data
10.1 Each party must comply with applicable regulations regarding the protection of individuals with regard to the processing of personal data and the free circulation of these data, by processing information related to an identified or identifiable individual (“
Personal data“), fully meeting the terms of the law 13.709/2018.
10.2 The customer recognizes and agrees that, When executing the contract, The supplier can, as a data controller, process personal data to execute customer orders. Personal data are also maintained to comply with legal and regulatory obligations. Personal data will be maintained for the time necessary for the execution of the contract.
10.3 According to applicable regulation, the customer and their employees have the right to access, rectification, elimination and portability of your personal data, as well as the right to oppose treatment.
11. Confidentiality
The parties recognize that, During the negotiation and execution of the contract, can be exposed to confidential or owner information of the other party. This may include, But it is not limited to, data related to commercial operations, financial details, prices, payment terms, products, production or processing methods, innovations, Commercial Secrets, experience, revenues, formulations, guys, customers, potential customers and suppliers, regardless of whether they are explicitly labeled as “Confidential information”. The parties agree to take the necessary measures to keep all this information in strict confidentiality, using them exclusively to fulfill their obligations as described in the contract with the supplier, and do not disclose them to third parties, unless required by the applicable mandatory law, in which case the other party must be notified before the disclosure of such confidential information. After termination of the contract, the parties are prohibited from any additional use of this confidential information.
12. General provisions
12.1 All agreements will be binding and will reverse for the benefit of the parties and their respective affiliates and successors. The customer cannot assign or transfer any of their rights or obligations under the contract without the prior written consent of the supplier.
12.2 The invalidity or unenforceability of any term of the contract will not adversely affect the validity or enforceability of the remaining terms and rights. Invalid or unenforceable provisions shall be replaced by valid and relevant enforceable provisions that economically better reflect the content and meaning of such invalid or unenforceable provisions and the intention of the parties.
12.3 The customer should not, during the term of the contract and by 12 (doze) months after the termination of such a contract, direct and/or indirectly, Request or induce or try to request or induce any of the suppliers of the supplier to end your relationship with the supplier, nor should it interfere or interrupt (or try to interfere or interrupt) any relationship.
12.4 The customer must act and ensure that their executives, directors, representatives, agents and employees act in accordance with all laws and corruption and anti -suborne regulations, money laundering, export control and economic sanctions in any jurisdictions in which, explicitly by Lei 12.846/2013.
13. Law and Choice of the Forum
13.1 The contract, and any dispute or complaint (including non -contractual disputes or claims) arising from or in connection with it or its object or formation, will be governed and interpreted according to Brazilian law.
13.2 Any dispute that arises in connection with the contract will be resolved at the Central Forum of the São Paulo District/SP.
