Sales policy
Proposal: This is an offer or counter-offer by PAINEL EQUIPAMENTOS ELÉTRICOS Ltda., which is conducting business to sell products and services to Buyer exclusively in accordance with these terms.
Any other contract signed between Seller and Buyer is not an acceptance of any offer made by Buyer, even if received elsewhere by a representative of Seller, and is expressly conditioned on Buyer's agreement exclusively to these terms.
Any order by Buyer shall be construed as an offer by Buyer to purchase the Products solely in accordance with these terms. Acceptance of any order issued by the Buyer, whether by written confirmation or delivery of the products, does not constitute acceptance by the Seller of any terms and conditions of these orders or of any other request for quotation, except as to the identification and quantities of the products involved.
Seller rejects any additional or different terms contained in any order or request for quotation or other prior or subsequent communication provided by Buyer. No additional or different terms or conditions shall have any obligation or validity.
Seller may revoke its proposals at any time prior to acceptance by Buyer. The terms contained and incorporated herein by reference and Seller's quotation or proposal contain the entire agreement between Seller and Buyer with respect to the transactions described herein and there are no conditions relating to this agreement that are not contained or incorporated herein, except for any confidentiality agreement that has been entered into by and between the parties, which shall remain valid in accordance with its provisions.
No acceptance of offer may be altered by Buyer except upon terms and conditions accepted in writing by Seller. No amendment to this document shall be binding unless set out in writing and manually signed by Seller.
Acceptance of Order and Applicable Law: No order shall be binding on Seller until accepted and confirmed by Seller in writing, which acceptance may be delivered by post or electronic communication.
Trademarks: Buyer acknowledges and agrees that any trademark, trade name and logo of Seller and its goodwill associations are the exclusive property of Seller. Through the sale of products to Buyer, Seller does not grant Buyer any right to use Seller's Trademarks, whether or not in connection with the resale of the products, unless expressly permitted in writing by Seller.
Buyer will not advertise, promote, market or package any product in a manner that is likely to dilute, denigrate, or cause confusion with respect to any of Seller's Marks. Buyer will not use Seller's name in Buyer's promotional or advertising material or assert affiliation with Seller or any affiliate of Seller, unless expressly agreed in writing by Seller in each case.
Buyer will not at any time contest the validity of any of Seller's Marks, claim any rights in any of Seller's Marks or do anything which, in Seller's opinion, may disparage, confuse or diminish the importance of any of Seller's Marks.
Taxes and Obligations: Product prices do not include taxes, duties, customs, inspection and testing fees, or any taxes, duties or obligations of any nature whatsoever imposed by any governmental authority under or calculated by any transaction between Seller and Buyer.
The amount of any present, retroactive or future Tax, except Tax on or calculated on Seller's net income, shall be added to the quoted or invoiced price, and Buyer shall pay such Tax, unless Buyer provides Seller with a tax exemption certificate accepted by the appropriate taxing authorities.
Compliance with Laws: Buyer is aware that the products and the purchase of the products are subject to the customs, import and export laws and regulations of Brazil, the United States of America and other potential countries. The parties will comply with all laws and regulations now or hereafter in effect, including without limitation, anti-corruption laws. Errors: All administrative errors of Seller are subject to correction.
Changes to Specification, Design and Testing: Seller may at its sole discretion and without incurring any liability to Buyer:
A) change the specifications for, or make any design or engineering changes to, any product;
B) discontinue the manufacture or sale of any product;
C) discontinue the development of any new product whether or not such products have been publicly announced;
D) start the manufacture or sale of a new product having characteristics that make any products obsolete, in whole or in part.
Notwithstanding the foregoing, Seller shall fulfill all orders accepted from Buyer for any such changed or discontinued products of which manufacturing or commercial deliveries have commenced. Buyer may request Seller to change the specifications of any product. If Seller accepts this request, the parties shall negotiate any resulting change in the price of the products or other applicable terms and Buyer shall pay for any raw materials, work in progress and/or finished products that become obsolete.
Any such change shall affect only those orders issued after the effective date of such change. Unless otherwise agreed in writing by Seller, all tests and special inspections of the products requested by Buyer shall be carried out at Seller's expense at Seller's plant, or at a laboratory exclusively chosen by Seller.
Intellectual property: Any sketches, models, or samples submitted by Seller shall remain its exclusive property and Buyer shall treat them as Seller's confidential information, unless Seller has indicated otherwise in a signed document.
No use or disclosure of such sketches, models or samples or any design or production techniques so disclosed shall be made without Seller's prior written consent. Unless the parties otherwise agree in writing, Seller owns all right, title and interest in and to all intellectual property rights and all other information, technical or otherwise, relating to the products and all modifications thereto sold or licensed under these terms, which are designed, developed, made and supplied, whether in whole or in part, by Seller or Buyer's employees, consultants and/or representatives, even if Buyer reimburses Seller for any costs related thereto.
Buyer hereby assigns to Seller and its affiliates or designated licensees all right, title and interest in and to the intellectual property rights, whether or not patentable, relating to the products or any modification thereof.
Buyer shall assist Seller in obtaining for Seller any proprietary rights relating to the products and Buyer shall also assist Seller in taking any action necessary to defend such rights and Seller shall reimburse Buyer for any reasonable expenses incurred for such purpose.
Buyer will not at any time contribute to, do or cause to be done any act or measure which in any way prejudices or is intended to prejudice any part of such rights, property or interests described in this clause.
Certification: Upon written request and payment of Seller's respective fees, Seller may certify that the products comply with a specification that has not been developed by or for Seller; however, Seller will not evaluate such request unless it is included in the order for the products to which such request relates.
Notification: All notifications, to be valid vis-à-vis Seller or Buyer, must be in writing and sent to the other party's registered office by recognized courier service with acknowledgement of receipt or recognized delivery service with receipt protocol. The effective date of such notice shall be the date of receipt. Each party may designate in writing another person to receive notices and may change the address for receipt of notices.
Assignment: Buyer will not assign, transfer or delegate any order accepted by Seller for products or any of its related rights, duties, obligations or interests without Seller's prior written approval. Orders accepted by Seller for products are not transferable assets of Buyer. Seller may terminate or cancel, without penalty, any order for goods accepted by Seller in the event of:
A) sale of all or substantially all of Buyer's shares/quotas;
B) sale or transfer of all or substantially all of Buyer's assets;
C) any significant change in the management or control of the Buyer.
Any assignment, transfer or delegation of orders for products accepted by Seller or any interest therein, without Seller's prior written consent, is voidable at Seller's option and results in the termination or cancellation of such orders.
Nothing in these terms shall be construed to grant any person or entity, other than a party to any order for products accepted by Seller, any rights or powers whatsoever. No person or entity shall be a third party beneficiary of any order for products accepted by Seller. Notwithstanding the terms hereof, Seller may assign or pledge payments due from Buyer under any order accepted by Seller with notice thereof to Buyer, but without being required to obtain Buyer's consent thereto.
Any assignment by Seller of payments due shall not increase any obligation in favor of Buyer as a result of such assignment.
Waiver: Any failure or delay by any party in exercising its right or remedy in one or more instances shall not prohibit the party from subsequently exercising that right or remedy or from exercising any other right or remedy.
Severability: If a court of competent jurisdiction finds that any provision of these terms is invalid, illegal or unenforceable, the respective provision shall be deemed severable, and the invalidity, illegality, or unenforceability shall not affect any other provision of these terms, which shall be enforced in accordance with its intent, however, the party adversely affected by such maintenance may terminate, with immediate effect, without penalty, upon notice to the other party, any order product accepted by Seller that is adversely affected by such maintenance.
Fortuitous Event and Force Majeure: Neither party shall be liable to the other for damages caused by delays in delivery or performance due to fortuitous event, force majeure or other causes beyond its control, provided that the party prevented from performing notifies the other party in writing immediately after the commencement thereof, however, in no event may a party avail itself of this clause to enable it to avoid honoring its payment obligations under these terms.
Independent Contractors: The parties agree that the relationship created by these terms is that between independent contractors.
Any other contract signed between Seller and Buyer is not an acceptance of any offer made by Buyer, even if received elsewhere by a representative of Seller, and is expressly conditioned on Buyer's agreement exclusively to these terms.
Any order by Buyer shall be construed as an offer by Buyer to purchase the Products solely in accordance with these terms. Acceptance of any order issued by the Buyer, whether by written confirmation or delivery of the products, does not constitute acceptance by the Seller of any terms and conditions of these orders or of any other request for quotation, except as to the identification and quantities of the products involved.
Seller rejects any additional or different terms contained in any order or request for quotation or other prior or subsequent communication provided by Buyer. No additional or different terms or conditions shall have any obligation or validity.
Seller may revoke its proposals at any time prior to acceptance by Buyer. The terms contained and incorporated herein by reference and Seller's quotation or proposal contain the entire agreement between Seller and Buyer with respect to the transactions described herein and there are no conditions relating to this agreement that are not contained or incorporated herein, except for any confidentiality agreement that has been entered into by and between the parties, which shall remain valid in accordance with its provisions.
No acceptance of offer may be altered by Buyer except upon terms and conditions accepted in writing by Seller. No amendment to this document shall be binding unless set out in writing and manually signed by Seller.
Acceptance of Order and Applicable Law: No order shall be binding on Seller until accepted and confirmed by Seller in writing, which acceptance may be delivered by post or electronic communication.
Trademarks: Buyer acknowledges and agrees that any trademark, trade name and logo of Seller and its goodwill associations are the exclusive property of Seller. Through the sale of products to Buyer, Seller does not grant Buyer any right to use Seller's Trademarks, whether or not in connection with the resale of the products, unless expressly permitted in writing by Seller.
Buyer will not advertise, promote, market or package any product in a manner that is likely to dilute, denigrate, or cause confusion with respect to any of Seller's Marks. Buyer will not use Seller's name in Buyer's promotional or advertising material or assert affiliation with Seller or any affiliate of Seller, unless expressly agreed in writing by Seller in each case.
Buyer will not at any time contest the validity of any of Seller's Marks, claim any rights in any of Seller's Marks or do anything which, in Seller's opinion, may disparage, confuse or diminish the importance of any of Seller's Marks.
Taxes and Obligations: Product prices do not include taxes, duties, customs, inspection and testing fees, or any taxes, duties or obligations of any nature whatsoever imposed by any governmental authority under or calculated by any transaction between Seller and Buyer.
The amount of any present, retroactive or future Tax, except Tax on or calculated on Seller's net income, shall be added to the quoted or invoiced price, and Buyer shall pay such Tax, unless Buyer provides Seller with a tax exemption certificate accepted by the appropriate taxing authorities.
Compliance with Laws: Buyer is aware that the products and the purchase of the products are subject to the customs, import and export laws and regulations of Brazil, the United States of America and other potential countries. The parties will comply with all laws and regulations now or hereafter in effect, including without limitation, anti-corruption laws. Errors: All administrative errors of Seller are subject to correction.
Changes to Specification, Design and Testing: Seller may at its sole discretion and without incurring any liability to Buyer:
A) change the specifications for, or make any design or engineering changes to, any product;
B) discontinue the manufacture or sale of any product;
C) discontinue the development of any new product whether or not such products have been publicly announced;
D) start the manufacture or sale of a new product having characteristics that make any products obsolete, in whole or in part.
Notwithstanding the foregoing, Seller shall fulfill all orders accepted from Buyer for any such changed or discontinued products of which manufacturing or commercial deliveries have commenced. Buyer may request Seller to change the specifications of any product. If Seller accepts this request, the parties shall negotiate any resulting change in the price of the products or other applicable terms and Buyer shall pay for any raw materials, work in progress and/or finished products that become obsolete.
Any such change shall affect only those orders issued after the effective date of such change. Unless otherwise agreed in writing by Seller, all tests and special inspections of the products requested by Buyer shall be carried out at Seller's expense at Seller's plant, or at a laboratory exclusively chosen by Seller.
Intellectual property: Any sketches, models, or samples submitted by Seller shall remain its exclusive property and Buyer shall treat them as Seller's confidential information, unless Seller has indicated otherwise in a signed document.
No use or disclosure of such sketches, models or samples or any design or production techniques so disclosed shall be made without Seller's prior written consent. Unless the parties otherwise agree in writing, Seller owns all right, title and interest in and to all intellectual property rights and all other information, technical or otherwise, relating to the products and all modifications thereto sold or licensed under these terms, which are designed, developed, made and supplied, whether in whole or in part, by Seller or Buyer's employees, consultants and/or representatives, even if Buyer reimburses Seller for any costs related thereto.
Buyer hereby assigns to Seller and its affiliates or designated licensees all right, title and interest in and to the intellectual property rights, whether or not patentable, relating to the products or any modification thereof.
Buyer shall assist Seller in obtaining for Seller any proprietary rights relating to the products and Buyer shall also assist Seller in taking any action necessary to defend such rights and Seller shall reimburse Buyer for any reasonable expenses incurred for such purpose.
Buyer will not at any time contribute to, do or cause to be done any act or measure which in any way prejudices or is intended to prejudice any part of such rights, property or interests described in this clause.
Certification: Upon written request and payment of Seller's respective fees, Seller may certify that the products comply with a specification that has not been developed by or for Seller; however, Seller will not evaluate such request unless it is included in the order for the products to which such request relates.
Notification: All notifications, to be valid vis-à-vis Seller or Buyer, must be in writing and sent to the other party's registered office by recognized courier service with acknowledgement of receipt or recognized delivery service with receipt protocol. The effective date of such notice shall be the date of receipt. Each party may designate in writing another person to receive notices and may change the address for receipt of notices.
Assignment: Buyer will not assign, transfer or delegate any order accepted by Seller for products or any of its related rights, duties, obligations or interests without Seller's prior written approval. Orders accepted by Seller for products are not transferable assets of Buyer. Seller may terminate or cancel, without penalty, any order for goods accepted by Seller in the event of:
A) sale of all or substantially all of Buyer's shares/quotas;
B) sale or transfer of all or substantially all of Buyer's assets;
C) any significant change in the management or control of the Buyer.
Any assignment, transfer or delegation of orders for products accepted by Seller or any interest therein, without Seller's prior written consent, is voidable at Seller's option and results in the termination or cancellation of such orders.
Nothing in these terms shall be construed to grant any person or entity, other than a party to any order for products accepted by Seller, any rights or powers whatsoever. No person or entity shall be a third party beneficiary of any order for products accepted by Seller. Notwithstanding the terms hereof, Seller may assign or pledge payments due from Buyer under any order accepted by Seller with notice thereof to Buyer, but without being required to obtain Buyer's consent thereto.
Any assignment by Seller of payments due shall not increase any obligation in favor of Buyer as a result of such assignment.
Waiver: Any failure or delay by any party in exercising its right or remedy in one or more instances shall not prohibit the party from subsequently exercising that right or remedy or from exercising any other right or remedy.
Severability: If a court of competent jurisdiction finds that any provision of these terms is invalid, illegal or unenforceable, the respective provision shall be deemed severable, and the invalidity, illegality, or unenforceability shall not affect any other provision of these terms, which shall be enforced in accordance with its intent, however, the party adversely affected by such maintenance may terminate, with immediate effect, without penalty, upon notice to the other party, any order product accepted by Seller that is adversely affected by such maintenance.
Fortuitous Event and Force Majeure: Neither party shall be liable to the other for damages caused by delays in delivery or performance due to fortuitous event, force majeure or other causes beyond its control, provided that the party prevented from performing notifies the other party in writing immediately after the commencement thereof, however, in no event may a party avail itself of this clause to enable it to avoid honoring its payment obligations under these terms.
Independent Contractors: The parties agree that the relationship created by these terms is that between independent contractors.
