1.   Terms of quotation and acceptance of orders

 All quotations are given and orders are accepted by the Seller on the basis of trading conditions set out below, to the exclusion of any trading conditions the applicability of which the Buyer could purport to enforce.

2.   Variation of terms

 No variation of the trading conditions shall be valid unless effected in writing and signed by the Seller.

3.   Separate contracts

 Each order placed by the Buyer shall, on acceptance by the Seller, be treated as a separate and self-applicable contract. In the event there is at any time more than one contract in course of performance between the Seller and the Buyer, any dispute which may arise in respect of any one of such contracts, or of the terms on which it may be settled, shall not affect in way the performance of the other contracts, nor shall the Buyer be entitled to exercise in relation to any contract any rights of set-off or counterclaim under another contract.

4.   Cancellation 

 (a)  The cancellation of any order, or any portion thereof, by the Buyer shall be subject to the Seller’s consent in writing.

 (b)  The Seller accepts the order on the basis that goods will be dispatched to the Buyer not later than 12 (twelve) months from the date the order is placed. In the event that the Buyer does not require in writing that the goods are delivered within such term, the Seller reserves the right to cancel such order or the undelivered balance of such order.

5.   Terms of payment

 Unless otherwise agreed in writing, all prices are those quoted with no inclusion of the portion referring to (State) Value Added Tax, and are payable in cash to be received by the Seller not later than the last working day of the month following the Tax Invoice date. In case of failure to pay on the due date, the outstanding amounts shall have their due date accelerated and become payable immediately.

6.   Late payments

 In the event of late payment, the Seller shall be entitled (without prejudice to the exercise of the right to protest of the commercial invoice drawn on the basis of the Tax Invoice issued, to collection out of Court or to collection in court by means of the appropriate claim, if the Buyer is solvent, or through redelivery of the goods supplied, if the Buyer is decreed bankrupt, subject to compliance to the then effective applicable legislation) to suspend any future deliveries until the late payment is effectively received, interest on arrears to accrue thereon calculated at the maximum then effective legal rate.

7.   Risks 

 The risks to which the goods sold are exposed shall be transferred to the Buyer from the date of their collection by the Buyer at the Seller’s manufacturing facilities, from the date of their delivery at the manufacturing or commercial establishment of the Buyer or the date of delivery to the port, as the case may be respectively in the situations provided under Clause 8.

8.   Carriage  

 Prices quotes are, subject to the specific situation, (i) ex-works of the Seller’s manufacturing establishment, in the city of São Bernardo do Campo, State of São Paulo, (ii) delivered at the Buyer’s manufacturing or commercial establishment for deliveries within the São Paulo, State of São Paulo, metropolitan region, or (iii) FOB Santos, State of São Paulo, for export, unless otherwise agreed in writing.

9.   Delivery

 (a)   Delivery dates quoted by the Seller are given in good faith but the Buyer shall have no right to damages or to cancel an order for failure for any cause to deliver on the specified date or dates.

 (b)   If the Supply Contract calls for delivery in instalments, each instalment shall be deemed to constitute a separate contact. Any defect in any instalment or failure to deliver any instalment shall not give the Buyer the right to cancel future deliveries.

 (c)   If the Buyer agrees to collect goods from the Seller’s manufacturing establishment, the Seller shall not be under any liability for the positioning, securing or insurance of the load or for the operation of the transport directly carried out by the Buyer or by any third party contracted by the Buyer. Compliance of positioning, securing, insurance and transport of the goods with the effective Transport Legislation shall be the Buyer’s sole responsibility, both when transport is carried out directly by the Buyer and by a third party contracted by the Buyer.

10.  Limitation of liability

 The Seller warrants that the goods shall be of merchantable quality, but gives no guarantee of their suitability for any specific purpose, even if that purpose be known to the Seller. The Buyer shall test each delivery for the specific purpose for which it is intended prior to using it the relevant goods. The Seller’s liability is limited to replacement of any goods which do not conform to this warranty. This warranty is given in the place of and shall be deemed to exclude all other warranties and conditions, whether express or implied. The Seller shall particularly not be liable for the Buyer verifying thereafter that the goods, or any portion thereof, are unfit for being used in the specific purposes they were intended for, and the Seller shall be immediately released from any liability for the arising  loss of profit or effective damages.

11.  Claims

 (a)    The Seller shall be entitled to reject any claim in respect of the goods supplied, unless such claim has been notified in writing to the Seller not later than 30 (thirty) days from delivery date, or otherwise, in the case of any alleged defect immediately apparent, within such longer period as the Seller may reasonably allow in the circumstances. 

 (b)    The Seller shall additionally be entitled to reject any claim for non-delivery of the goods, or any portion thereof, unless notice is given by the Buyer within such time from the date of dispatch as would enable the Seller to give notice to the Carrier.

12.  Safety instructions

The Buyer undertakes to ensure compliance by its employees and any third party service providers with any and all safety requirements or instructions referring to the safe handling of the goods supplied by the Seller.

13.   Force majeure and act of God

Notwithstanding any other provisions hereunder, the delivery of the goods, or any portion thereof, may be delayed, postponed, suspended or rendered uneconomic by reason of an event of force majeure or act of God.

14.   Interpretation and competent jurisdiction

The Seller and the Buyer agree that these Conditions of Sale, as well as any and all orders placed pursuant thereto shall be governed by and construed in accordance with Brazilian law. For settlement of any and all disputes arising from these Conditions of Sale and the Supply Contracts entered into with the Seller, the jurisdiction of any of the Civil Courts of São Bernardo do Campo, State of São Paulo, shall prevail, and any other shall be waived, however privileged.

15.   Communications    

 Any and all communications between the Seller and the Buyer shall be in writing and shall be delivered personally, or otherwise by post, with acknowledgement of receipt, by facsimile or electronic mail, to the address of the recipient or to such other address as the recipient may have timely notified.