|A||For the purposes of Orders, "Integral” is understood to refer to product manufactured with raw material supplied by us. The portion corresponding to raw material is subject to adjustment, up to the invoice date, calculated on the variation in the price of metals on the London Metals Exchange (LME) and of the US Dollar.
|B||In the case of "Industrialization", the raw material must be supplied by you. Accordingly, our meeting the delivery deadline is dependent on the receipt of raw material at our premises not more than five (5) days from the issue of this order.|
|C||If the raw material delivered to us is not sufficient to produce all the items ordered, we shall be automatically authorized to supply the shortfall. In this case, you will be invoiced for the cost of the "Integral" supply.|
|D||In the case of special material manufactured to order, the sale or supply of services shall be irrevocable. If billing is impossible due to financial problems of the buyer or the placer of the order, or if liabilities to Termomecanica São Paulo S.A. for previous transactions have not been met, a fine will be applied for cancellation of the transaction representing the cost of preparing the material ordered and manufactured.|
|E||Exceptionally, in the situation described in "c" above, Termomecanica São Paulo S.A will invoice the items ordered, up to the credit limit established after a strict analysis of the records of the buyer or placer of the order. If this limit is exceeded, the difference will be automatically charged on the basis of integral supply.|
|F||If the buyer has not met any other liability to Termomecanica punctually, we shall have the right to cancel deliveries under this Order until the buyer has paid the overdue amount.|
|1||Prices shown in this order confirmation are payable in cash in Reais, and subject to change without prior notice.|
|2||For term payments, prices will be increased by financial charges at the rates ruling on the invoice date. Due date for payment will be calculated from the date of issue of the corresponding tax receipt.|
|3||Late payments will be charged arrears interest, without the need for notice to be given, at a rate of 1% (one percent) per month or part thereof, plus a fine of 10% and reimbursement of collection costs and charges as from the due date.|
|4||Because of the special nature of the production process, the delivery date indicated overleaf is an estimate, and in exceptional circumstances may be advanced or delayed by up to five (5) days. In such cases, Termomecanica shall not bear any liability.|
|5||The customer is aware and accepts that withdrawal of the merchandise must be authorized in advance by Termomecanica’s logistics sector, and can only take place against a signature on the delivery stub accompanying the Tax Receipt. Thus the customer authorizes and allows its commercial partners, employees and/or other staff to withdraw or receive the goods from Termomecanica, and to check the goods and sign the corresponding delivery stub.|
|6||Tolerance in the amount supplied is +/- 20% (twenty percent), with a minimum of 100 kg and a maximum of 400 Kg. The buyer must check the amount, weight and specifications of the material ordered on delivery. No subsequent claims will be entertained.|
|7||The prices shown on this Order include PIS, COFINS and other tax charges, as per the legislation in force on this date. IPI, if payable, will be added at the time of invoicing at the rate ruling on that date. If these charges are amended, or if new taxes are introduced on the goods covered by this order after the date hereof, the prices will be adjusted to reflect these amendments.|
|8||As from five (5) days from the placing of this order, it may only be cancelled by the Seller. If the buyer wishes to cancel the order, it will have to bear all the costs of producing the goods ordered, and in the event of manufacture, the Seller shall be authorized to return the raw material in its current state.|
|8.1||In addition to the reimbursement provided for in section 7, the buyer shall also be liable for indirect loss or damage arising from cancellation, as well as paying a fine of 30% of the total price of the order.|
|8.2||Termomecanica may demand a larger indemnity, if the penalties determined herein are not sufficient to cover its losses from the cancellation of the order. If judicial or extrajudicial action is taken, legal fees shall be payable on the basis of 20% of the amount claimed.|
|9||Termomecanica’s total liability for direct damage arising from its failure to meet any obligation, or from the cancellation of the order, shall not under any circumstances exceed the value of the material or service sold.
Termomecanica shall not be liable for any fines, indirect damage, loss of profits or third party claims.
|10||We would stress that the material must be stored in an environment free from humidity or dust.|
|11||The packaging must not be broken or stacked in such a way as to damage the material.|
|12||If there is a complaint and the material is returned, our Quality Control will carry out an inspection within 72 hours of receipt of the product. If return is found to be unjustified, costs of inspection, labor, freight and tax will be for the customer’s account.|
|13||The deadline for claims for hidden defects in the product is 90 days, subject to the provisions of section 5.|
|14||Failure to comply with the procedure for technical complaints about the product covered by this order will result in refusal by Termomecanica to accept the material back from the buyer.|
|15||Any amendment or addition to this Order must be in writing and signed by both parties.|
|16||The courts of the judicial district of São Bernardo do Campo (SP) is hereby elected to settle any disputes arising out of this Order.|
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