Sales Conditions

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Seller’s Terms and Conditions

The following general terms and conditions are deemed part of all quotations, Purchase Orders, acknowledgments of Purchase Orders, invoices and other documents, whether electronic or in writing, relating to the sale of goods or services (jointly, the “Products”) by Frezite – Ferramentas de Corte, S.A. (“Seller”) to Seller’s customers [“Buyer(s)”]. These terms and conditions, together with the documents referred to above, constitute the entire contract of sale and purchase between the parties with respect to the Products, and supersede all previous communications, agreements or contracts, written or verbal, between the Seller and the Buyer, and no understanding, agreement, term, condition or trade custom at variance herewith will be binding on the Seller. In the event of a conflict between or among the terms of documents relating to the Products, the following order of priority will govern: (a) any applicable acknowledgment of a Purchase Order and corresponding invoice; (b) these General Conditions; (c) the applicable quotation; and (d) the applicable Purchase Order. No waiver, amendment or modification of the terms and conditions hereof will be effective unless in writing and signed by an officer of Seller.

SELLER OBJECTS TO, AND IS NOT BOUND BY, ANY TERMS OR CONDITIONS ON BUYER'S PURCHASE ORDER OR OTHER DOCUMENTS, WHICH ATTEMPT TO IMPOSE UPON THE SELLER ANY TERMS AND CONDITIONS AT VARIANCE WITH THE SELLER'S TERMS AND CONDITIONS OF SALE SET FORTH HEREIN.

Quotations

All quotations by the Seller are subject to change or withdrawal without prior notice to the Buyer unless otherwise specifically stated in the quotation. Seller shall have no obligation to sell or deliver the Products covered by the Seller’s quotation unless and until the Seller issues the acknowledgement of the relevant Purchase Order submitted by the Purchaser.

Order Cancellation

Purchase Orders acknowledged or delivered by the Seller may not be canceled or modified by the Buyer except as otherwise agreed to in writing by the Seller. The Buyer will indemnify the Seller for all costs and expenses already incurred and commitments made by Seller related to any cancelled or modified Purchase Order.

Prices

Prices and other information shown in any Seller publication (including, without limitation, product catalogs, brochures and price lists) or provided by the Seller verbally are subject to change without notice to the Purchaser. Published or quoted Product prices, irrespectively of the format or support in or by which they are presented, do not include any taxes that may be due, including value added tax. Those taxes are of the Buyer’s responsibility.

Terms of Payment

Unless otherwise expressly agreed to by the Seller in writing, payment of the price of the Products is to be made against delivery, by the means indicated in the relevant invoice. Nevertheless, the Seller is entitled to ask from the Buyer, before delivery of the ordered Products, a down-payment in the amount of 30% (thirty percent) of the relevant purchase price for any Purchase Order. Any invoice not paid within the agreed terms, is subject to a late payment interest, calculated on a daily basis, equal to the highest lawful rate permitted. The Buyer also agrees to indemnify the Seller for all collection costs incurred by the Seller in connection with the recovery of the due amount, including, without limitation, attorneys' fees and court costs. The inspection rights granted to the Buyer hereunder will not affect or alter the terms and obligations of the Buyer as regards payment of the Products. Under no circumstances will Buyer have a right of set-off.

Credit

If the Seller accepts making a sale on credit (which shall always be confirmed in writing by the Seller), all corresponding deliveries will be subject to the approval of the Seller’s credit department. All overdue amounts must be paid by the Buyer before additional deliveries are made, and the Seller reserves the right to cancel any Purchase Order or refuse to accept or suspend any Purchase Order then outstanding until all overdue amounts are paid in full. In the event that the Seller, in its sole and absolute discretion, deems Buyer's credit to be unsatisfactory (notably in connection with any pending payment obligations), the Seller shall have the right, in addition to any of its other remedies, to (a) limit the amount of credit which the Seller extends to the Buyer and delay or suspend the delivery of Products based upon such limitations; (b) require full or partial payment in advance, (c); or cancel any Purchase Orders the from the Buyer then outstanding and / or refuse to accept any new Purchase Orders.

Characteristics of the Products

It is agreed that any information relating to the Products and their use, such as weights, dimensions, capacities, prices, colours and other data contained in catalogues, prospectuses, circulars, advertisements, illustrations, price-lists of the Seller, shall not take effect as terms of these General Conditions, unless expressly referred to in any document signed by the Seller.

Inspection of the Products before Delivery

If the Seller and the Buyer have agreed that the Buyer is entitled to inspect the Products before delivery, the Seller must notify the Buyer within a reasonable time before the delivery that the Products are ready for inspection at the agreed place.

Retention of Title

Title to the Products delivered to the Buyer shall remain with the Seller until full payment for such Products is made by the Buyer. The Buyer shall indemnify the Seller for all loss, liability, expenses, costs and damages relating to or arising from the Products prior to transfer of title to the Products pursuant to the terms hereof.

Contractual Term of Delivery

Unless otherwise agreed, delivery shall be Ex works Incoterms®2010, in the Seller’s facilities.

Documents

Unless otherwise agreed, the Buyer must provide the documents (if any) indicated in the applicable Incoterm or, if no Incoterm is applicable, according to any previous course of dealing.

Delivery

Any delivery time or date included in any document are deem to be nothing more than an estimate, except if otherwise stated in a document signed by the Seller. The Seller shall not be held responsible for failure to meet estimated delivery dates, and in no event, shall Seller be liable for any loss, cost, damage or expense whatsoever incurred by Buyer or its customers that may result therefrom. The seller will be entitled to deliver before the expiry of the estimated delivery date and to deliver in partial deliveries, unless agreed upon otherwise in writing.

Non-Conformity of the Products

The Buyer shall examine the Products after their arrival at destination and shall notify the Seller in writing of any lack of conformity of the Products in 15 (fifteen) days after delivery. The Products will be deemed to conform to the Agreement despite minor discrepancies which are usual in the trade or through course of dealing between the parties but the Buyer will be entitled to any abatement of the price usual in the trade or through course of dealing for such discrepancies. Where the Products are non-conforming (and provided the Buyer has given notice of the lack of conformity in compliance with the rules above), the Seller shall at his option: (a) replace the Products with conforming goods, without any additional expense to the Buyer, or (b) repair the Products, without any additional expense to the Buyer, or (c) reimburse to the Buyer the price paid for the non-conforming Products and thereby terminate the relevant sale and purchase agreements as regards those Products.

Force Majeure

The Seller shall not be liable for failure to perform or delay in performance or delivery of any Products due to (a) fires, floods, strikes, or other labor disputes, accidents, sabotage, terrorism, war, riots, acts of precedence or priorities granted at the request or for the benefit, directly or indirectly, of any federal, state or local government or any subdivision or agency thereof, delays in transportation or lack of transportation facilities, restrictions imposed by federal, state or local laws, rules or regulations; or (b) any other cause beyond the control of Seller. In the event of the occurrence of any of the foregoing, the time for performance shall be extended for such time as may be reasonably necessary to enable Seller to perform.

Ownership of Intellectual Property

All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights and other information or intellectual property disclosed or otherwise provided to the Buyer by the Seller and all rights therein (collectively, “Intellectual Property”) will remain the property of the Seller and will be kept confidential by the Buyer in accordance with this Agreement. The Buyer shall have no claim to, nor ownership interest in, any Intellectual Property, and such information, in whatever form and any copies thereof, shall be promptly returned to the Seller upon written request from the Seller. Buyer acknowledges that no license or rights of any sort are granted to the Buyer hereunder in respect of any Intellectual Property.

Confidential Information

All information furnished or made available by the Seller to the Buyer in connection with the subject matter of these General Conditions or any other document related therewith shall be held in confidence by the Buyer. The Buyer agrees not to use such information or disclose such information to others without the Seller’s prior written consent. The obligations in this paragraph will not apply to any information which (a) at the time of disclosure was or thereafter becomes, generally available to the public by publication or otherwise through no breach by the Buyer of any obligation herein, or (b) is legally made available to the Buyer by or through a third party having no direct or indirect confidentiality obligation to the Seller with respect to such information.

Law and Arbitration

This Agreement is governed and construed in accordance with Portuguese law. The application of the United Nations Convention on Contracts for the International Sale of Goods shall be excluded. All disputes arising out of or in connection with this Agreement shall be finally settled through arbitration, in accordance with the Rules of Arbitration of the Commercial Arbitration Centre of the Portuguese Chamber of Commerce and Industry – Commercial Arbitration Centre by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be in Porto, Portugal, and Portuguese shall be the language of the proceedings.